Common use of Permits; Compliance with Law Clause in Contracts

Permits; Compliance with Law. (a) The Company and each Company Subsidiary holds all material authorizations, permits, certificates, exemptions, approvals, orders, consents, franchises, variances, exemptions and registrations of any Governmental Entity (the “Company Permits”) necessary for the operation of the Business. The Company and each Company Subsidiary is in compliance with the terms of the Company Permits, except where the failure to be in compliance with any Company Permits, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. No suspension, modification, revocation or cancellation of any of the Company Permits is pending. (b) Since May 31, 2009, (i) neither the Company nor any Company Subsidiary has been in conflict with, default under or violation of, or has been investigated for, or charged by any Governmental Entity with a violation of, any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is or was bound, except for any conflicts, defaults, violations, investigations or charges that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and (ii) no investigation or review by any Governmental Entity with respect to the Company or any Company Subsidiary has been pending or, to the knowledge of the Company, threatened, except for such investigations or reviews, the outcomes of which if determined adversely to the Company or any Company Subsidiary, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereof. (c) None of the Company, the Company Subsidiaries or any of their Representatives has directly or indirectly offered, paid or accepted any remuneration or other thing of value that is prohibited by applicable Law, including under the United States Foreign Corrupt Practices Act of 1977. None of the Company, the Company Subsidiaries or any of their Representatives has directly or indirectly made or agreed to make any contribution, gift, bribe, rebate, payoff, influence payment, kickback or similar payment to any Person, including (i) to obtain favorable treatment in securing business, (ii) to pay for favorable treatment for business secured, (iii) to obtain special concessions or pay for special concessions already obtained or (iv) in connection with the approval or regulatory status of the Company Products or the facilities in which the Company Products are manufactured, packaged or stored, or from which the Company Products are initially distributed.

Permits; Compliance with Law. (a) The Each member of the Company and each Company Subsidiary Group holds all material authorizations, permits, certificates, exemptions, waivers, approvals, orders, consents, franchises, variances, exemptions deviations, registrations, licenses and registrations clearances of any Governmental Entity applicable to such member of the Company Group and necessary for it to own, lease and operate its assets and properties and to operate the Business as currently conducted (the “Company Permits”) necessary for the operation of the Business. The Company and each Company Subsidiary is in compliance with the terms of the Company Permits), except where the failure to be in compliance with hold any Company Permits, individually or in the aggregate, Permits would not reasonably be expected to have a Company Material Adverse Effect. No suspension, modification, revocation or cancellation of any Each member of the Company Group is, and since January 1, 2020 has been, operating in compliance with the terms of such Company Permits, except where the failure to be in compliance with such Company Permits is pendingwould not reasonably be expected to have a Company Material Adverse Effect. (b) Since May 31, 2009Except as would not reasonably be expected to have a Company Material Adverse Effect, (i) neither the Company nor any Company Subsidiary has been is not in conflict with, default under or violation of, or has been and is not being investigated for, or charged by any Governmental Entity with a violation of, any Law Law, operating certificates, certificates of public convenience, and necessity, air carrier obligations, airworthiness directives, Federal Aviation Regulations, and any other rules, regulations, directives, orders and policies of the FAA, the DOT, the DHS, the FCC, the TSA and any other Governmental Entity applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is or was bound, except for any conflicts, defaults, violations, investigations or charges that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and (ii) there is no pending, or to the knowledge of the Company, threatened investigation or review by any Governmental Entity with respect to the Company that challenges or questions the validity of any rights of the holder under the Company Permits or that alleges the existence of any violation of any Company Subsidiary Permit, (iii) since January 1, 2020, the Company has been pending timely filed all submissions, reports, registrations, schedules, forms, notices, statements and other documents, together with any amendments required to be made with respect thereto, that they were required to file with the FAA, the DOT, the FCC, the DHS and the TSA, and in each case have paid all fees and assessments due and payable in connection therewith, and (iv) neither the DOT nor the FAA nor any other Governmental Entity has taken any action or, to the knowledge of the Company, threatenedthreatened to take any action to amend, except for such investigations modify, suspend, revoke, terminate, cancel, withdraw, or reviews, the outcomes of which if determined adversely to the Company or otherwise materially affect any Company Subsidiary, individually or in the aggregate, would Permit. The Company has not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any written notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereof. (c) None Since January 1, 2020, no member of the Company Group nor, to the knowledge of the Company, the Company Subsidiaries or any of their Representatives respective directors, officers, employees, partners or Affiliates (i) has directly or indirectly indirectly, offered, promised to pay, paid or accepted any remuneration or other thing of value that is prohibited by applicable Law, including under the United States Foreign Corrupt Practices Act of 1977. None 1977 or any other Laws relating to bribery, corruption or money laundering, or (ii) is aware of any action taken that has had the result or would result in a violation by any such person of the CompanyUnited States Foreign Corrupt Practices Act of 1977 or any other Laws relating to bribery, corruption or money laundering. Except as would not reasonably be expected to have a Company Material Adverse Effect, since January 1, 2020, no member of the Company Subsidiaries or Group nor any of their Representatives respective directors, officers or employees has directly or indirectly made or agreed to make any contribution, gift, bribe, rebate, payoff, influence payment, kickback or similar payment to any Person, including (i) to obtain favorable treatment in securing business, (ii) to pay for favorable treatment for business secured, (iii) to obtain special concessions or pay for special concessions already obtained or (iv) in connection with the approval or any regulatory status review of the Company Products or the facilities in which the Company Products are manufactured, packaged or stored, or from which the Company Products are initially distributedBusiness.

Permits; Compliance with Law. (a) The Company and each Company Subsidiary holds all material Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, approvals, orders, consents, franchises, variancescertifications and clearances that are the subject of Section 4.14 or Section 4.15 which are addressed solely in those Sections, exemptions and registrations of any Governmental Entity (the “Company Permits”) necessary for the operation of the Business. The Company and each Company Subsidiary is in compliance with possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for the terms Company and each Company Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is being conducted as of the date hereof (the “Company Permits”), and all such Company Permits are valid and in full force and effect, except where the failure to be in compliance with possession of, or the failure to be valid or in full force and effect of, any of the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. No suspension, modification, revocation or cancellation of any All applications required to have been filed for the renewal of the Company Permits is pending. (b) Since May 31have been duly filed on a timely basis with the appropriate Governmental Authority, 2009and all other filings required to have been made with respect to such Company Permits have been duly made on a timely basis with the appropriate Governmental Authority, (i) neither except in each case for failures to file which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any claim or notice nor has any knowledge indicating that the Company or any Company Subsidiary is currently not in compliance with the terms of any such Company Permits, except where the failure to be in compliance with the terms of any such Company Permits, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Neither the Company nor any Company Subsidiary is or has been in conflict with, or in default under or violation of, or has been investigated for, or charged by any Governmental Entity with a violation of, of (i) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound (except for Laws addressed in Section 4.10, Section 4.11, Section 4.14, Section 4.15 or was boundSection 4.17), or (ii) any Company Permits (except for the Company Permits addressed in Section 4.14 or Section 4.15), except in each case for any such conflicts, defaults, violations, investigations defaults or charges violations that, individually or in the aggregate, would have not reasonably be expected to have a Company Material Adverse Effect had and (ii) no investigation or review by any Governmental Entity with respect to the Company or any Company Subsidiary has been pending or, to the knowledge of the Company, threatened, except for such investigations or reviews, the outcomes of which if determined adversely to the Company or any Company Subsidiary, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereof. (c) None of the Company, the Company Subsidiaries or any of their Representatives has directly or indirectly offered, paid or accepted any remuneration or other thing of value that is prohibited by applicable Law, including under the United States Foreign Corrupt Practices Act of 1977. None of the Company, the Company Subsidiaries or any of their Representatives has directly or indirectly made or agreed to make any contribution, gift, bribe, rebate, payoff, influence payment, kickback or similar payment to any Person, including (i) to obtain favorable treatment in securing business, (ii) to pay for favorable treatment for business secured, (iii) to obtain special concessions or pay for special concessions already obtained or (iv) in connection with the approval or regulatory status of the Company Products or the facilities in which the Company Products are manufactured, packaged or stored, or from which the Company Products are initially distributed.

Permits; Compliance with Law. (a) The Company and each Company Subsidiary holds all material authorizations, permits, certificates, exemptions, approvals, orders, consents, franchises, variances, exemptions and registrations of any Governmental Entity (the “Company Permits”) necessary for the operation Each of the Business. The Company and each Company Subsidiary is in compliance possession of all material Governmental Permits, and has made all material filings, applications and registrations with any Governmental Entity, in each case that are necessary for the terms Company and each Company Subsidiary to own, lease or operate its Properties, or to carry on its respective businesses substantially in the manner described in the Company SEC Reports filed prior to the date hereof or the Closing Date, as the case may be, and substantially as it is being conducted as of the date hereof (the "Company Permits"), and all such Company Permits are valid and in full force and effect, except where the failure to have, or the suspension or cancellation of, or failure to be valid or in compliance with full force and effect of, any of the Company PermitsPermits would not, individually or in the aggregate, would not reasonably be expected to have a (i) prevent or materially delay consummation of the Merger or any other transactions contemplated by this Agreement, (ii) otherwise prevent or materially delay performance by the Company Material Adverse Effect. No suspension, modification, revocation or cancellation of any of its material obligations under this Agreement or any Related Agreement to which it is a signatory, or (iii) have a Material Adverse Effect on the Company Permits is pendingCompany. (b) Since May 31, 2009, (i) neither None of the Company nor any and the Company Subsidiary has been Subsidiaries is in conflict with, or in default under or violation of, or has been investigated for, or charged by (A) in any Governmental Entity with a violation ofmaterial respect, any Law applicable to the Company or any Company Subsidiary or by which any property or asset Property of the Company or any Company Subsidiary is bound or was boundaffected, except or (B) any Company Permit, except, with respect to clause (A) next preceding, for any such conflicts, defaults, violations, investigations defaults or charges thatviolations that would not, individually or in the aggregate, would not reasonably be expected to (i) prevent or materially delay consummation of the Merger or any other transactions contemplated by this Agreement, (ii) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or any Related Agreement to which it is a signatory, or (iii) have a Company Material Adverse Effect and on the Company. None of the Company Permits will be terminated or impaired or will become terminable, in whole or in part, as a result of the transactions contemplated by this Agreement or any Related Agreement to which it is a signatory. (iic) Neither the Company nor any Company Subsidiary has, within the last three years, received any warning, notice, notice of violation or probable violation, notice of revocation or other communication from or on behalf of any Governmental Entity, alleging (x) any conflict with, or default or violation of, any Company Permit, or (y) that the Company or any Company Subsidiary requires any Company Permit for its business as currently conducted that is not currently held by it. Except as set forth in Section 4.6 of the Company Disclosure Schedules, to the Company's Actual Knowledge, no investigation or review inquiry by any Governmental Entity with respect to the Company or any Company Subsidiary has been is pending or, to the knowledge of the Company, or threatened, except for such investigations in each case with respect to any alleged or reviews, the outcomes claimed violation of which if determined adversely Law applicable to the Company or any Company Subsidiary, individually Subsidiary or in by which any Property of the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. or any Company Subsidiary is bound or affected. (d) Neither the Company nor any Company Subsidiary has received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereof. (c) None Company Subsidiaries, nor to the Company's Actual Knowledge, any director, officer, Affiliate or employee thereof, has on behalf of or with respect to the Company engaged in any conduct constituting a violation of the Company, the Company Subsidiaries or any of their Representatives has directly or indirectly offered, paid or accepted any remuneration or other thing of value that is prohibited by applicable Law, including under the United States Foreign Corrupt Practices Act of 1977. None of the Company, the Company Subsidiaries or any of their Representatives has directly or indirectly made or agreed to make any contribution, gift, bribe, rebate, payoff, influence payment, kickback or similar payment to any Person, including (i) to obtain favorable treatment in securing business, (ii) to pay for favorable treatment for business secured, (iii) to obtain special concessions or pay for special concessions already obtained or (iv) in connection with the approval or regulatory status of the Company Products or the facilities in which the Company Products are manufactured, packaged or stored, or from which the Company Products are initially distributedas amended.

Permits; Compliance with Law. (a) The Company and each Company Subsidiary holds Each of the Acquired Companies is in possession of all material authorizations, licenses, permits, certificates, approvals, variances, exemptions, approvals, orders, consents, franchises, variancescertifications and clearances (collectively, exemptions and registrations “Permits”) of any Governmental Entity (the “Company Permits”) Authority necessary for such Acquired Company to own, lease and, to the operation of the Business. The Company extent applicable, operate its properties or to carry on its respective business substantially as they are being conducted, and each Company Subsidiary is all such Permits are valid and in compliance with the terms of the Company Permitsfull force and effect, except where the failure to be in compliance with possession of, or the failure to be valid or in full force and effect of, any Company of the Permits, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. No event has occurred with respect to any of the Permits which permits, or after notice or lapse of time or both would permit, the suspension, modification, revocation or cancellation termination thereof or would result in any other material impairment of the rights of the holder of any such Permits. To the Knowledge of the Company Permits Company, there is pending. (b) Since May 31not pending any applicable petition, 2009, (i) neither the Company nor any Company Subsidiary has been in conflict with, default under objection or violation of, or has been investigated for, or charged by other pleading with any Governmental Entity with a violation of, any Law applicable to Authority having jurisdiction or authority over the Company or any Company Subsidiary or by which any property or asset operations of the Company Acquired Companies that impairs or threatens to impair the validity of any Company Subsidiary is Permit or was boundwhich would reasonably be expected, if accepted or granted, to result in the suspension or revocation of any Permit, except for where the impairment, suspension or revocation of any conflictssuch Permit, defaultsindividually, violations, investigations or charges that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect Effect. (b) None of the Acquired Companies is, and for the past three years has been, in conflict with, or in default or violation of (i) any Law applicable to any of the Acquired Companies or by which any property or asset of any of the Acquired Companies is bound, or (ii) no investigation any Permits, except, in each case, for any such conflicts, defaults or review by any Governmental Entity with respect to the Company violations that have been cured, or any Company Subsidiary has been pending or, to the knowledge of the Company, threatened, except for such investigations or reviews, the outcomes of which if determined adversely to the Company or any Company Subsidiarythat, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Neither Since January 1, 2019, none of the Company nor any Company Subsidiary Acquired Companies has received any written notice or communication of any material noncompliance with any such Laws that has not been cured as of or, to the date hereof. (c) None Knowledge of the Company, the Company Subsidiaries other communication from any Governmental Authority regarding any actual or alleged failure of any of their Representatives has directly or indirectly offered, paid or accepted the Acquired Companies to comply with any remuneration or other thing of value that is prohibited by applicable Law, including under except as would not, individually or in the United States Foreign Corrupt Practices Act of 1977. None of the Companyaggregate, the reasonably be expected to have a Company Subsidiaries or any of their Representatives has directly or indirectly made or agreed to make any contribution, gift, bribe, rebate, payoff, influence payment, kickback or similar payment to any Person, including (i) to obtain favorable treatment in securing business, (ii) to pay for favorable treatment for business secured, (iii) to obtain special concessions or pay for special concessions already obtained or (iv) in connection with the approval or regulatory status of the Company Products or the facilities in which the Company Products are manufactured, packaged or stored, or from which the Company Products are initially distributedMaterial Adverse Effect.

Permits; Compliance with Law. (a) The Company Each of Parent and each Company Subsidiary holds all material authorizations, permits, certificates, exemptions, approvals, orders, consents, franchises, variances, exemptions and registrations of any Governmental Entity (the “Company Permits”) necessary for the operation of the Business. The Company and each Company Parent Subsidiary is in compliance possession of all material Governmental Permits, and has made all material filings, applications and registrations with any Governmental Entity, in each case that are necessary for Parent and each Parent Subsidiary to own, lease or operate its Properties, or to carry on its respective businesses substantially in the terms manner described in Parent SEC Reports filed prior to the date hereof or the Closing Date, as the case may be, and substantially as it is being conducted as of the Company date hereof (the "Parent Permits"), and all such Parent Permits are valid and in full force and effect, except where the failure to have, or the suspension or cancellation of, or failure to be valid or in compliance with full force and effect of, any Company Permitsof Parent Permits would not, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. No suspension(i) prevent or materially delay consummation of the Merger or any other transactions contemplated by this Agreement, modification, revocation (ii) otherwise prevent or cancellation materially delay performance by Parent of any of the Company Permits its material obligations under this Agreement or any Related Agreement to which it or Merger Sub is pendinga signatory, or (iii) have a Material Adverse Effect on Parent. (b) Since May 31, 2009, (i) neither None of Parent and the Company nor any Company Subsidiary has been Parent Subsidiaries is in conflict with, or in default under or violation of, or has been investigated for, or charged by (A) in any Governmental Entity with a violation ofmaterial respect, any Law applicable to the Company Parent or any Company Parent Subsidiary or by which any property or asset Property of the Company Parent or any Company Parent Subsidiary is bound or was boundaffected, except or (B) any Parent Permit, except, with respect to clause (B) next preceding, for any such conflicts, defaults, violations, investigations defaults or charges thatviolations that would not, individually or in the aggregate, would not reasonably be expected to (i) prevent or materially delay consummation of the Merger or any other transactions contemplated by this Agreement, (ii) otherwise prevent or materially delay performance by Parent of any of its material obligations under this Agreement or any Related Agreement to which it or Merger Sub is a signatory, or (iii) have a Company Material Adverse Effect and on Parent. None of the Parent Permits will be terminated or impaired or will become terminable, in whole or in part, as a result of the transactions contemplated by this Agreement or any Related Agreement to which it or Merger Sub is a signatory. (iic) Neither Parent nor any Parent Subsidiary has, within the last three years, received any warning, notice, notice of violation or probable violation, notice of revocation or other communication from or on behalf of any Governmental Entity, alleging (x) any conflict with, or default or violation of, any Parent Permit, or (y) that Parent or any Parent Subsidiary requires any Parent Permit for its business as currently conducted that is not currently held by it. Except as set forth in Section 5.6 of Parent Disclosure Schedules, to Parent's Actual Knowledge, no investigation or review inquiry by any Governmental Entity with respect to the Company Parent or any Company Parent Subsidiary has been is pending or, to the knowledge of the Company, or threatened, except for such investigations in each case with respect to any alleged or reviews, the outcomes claimed violation of which if determined adversely Law applicable to the Company Parent or any Company Subsidiary, individually Parent Subsidiary or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor by which any Company Property of Parent or any Parent Subsidiary has received any notice is bound or communication of any material noncompliance with any such Laws that has not been cured as of the date hereofaffected. (cd) None Neither Parent nor any of Parent Subsidiaries, nor to Parent's Actual Knowledge, any director, officer, Affiliate or employee thereof, has on behalf of or with respect to Parent engaged in any conduct constituting a violation of the Company, the Company Subsidiaries or any of their Representatives has directly or indirectly offered, paid or accepted any remuneration or other thing of value that is prohibited by applicable Law, including under the United States Foreign Corrupt Practices Act of 1977. None of the Company, the Company Subsidiaries or any of their Representatives has directly or indirectly made or agreed to make any contribution, gift, bribe, rebate, payoff, influence payment, kickback or similar payment to any Person, including (i) to obtain favorable treatment in securing business, (ii) to pay for favorable treatment for business secured, (iii) to obtain special concessions or pay for special concessions already obtained or (iv) in connection with the approval or regulatory status of the Company Products or the facilities in which the Company Products are manufactured, packaged or stored, or from which the Company Products are initially distributedas amended.

Permits; Compliance with Law. (a) The Company and each Company Subsidiary holds all material Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, approvals, orders, consents, franchises, variancescertifications and clearances that are the subject of Sections 4.14 or 4.16 which are addressed solely in those Sections, exemptions and registrations of any Governmental Entity (the “Company Permits”) necessary for the operation of the Business. The Company and each Company Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for the Company and each Company Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is being conducted as of the date hereof (the “Company Permits”), and all such Company Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have, a Company Material Adverse Effect. All applications required to have been filed for the renewal of the Company Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all other filings required to have been made with respect to such Company Permits have been duly made on a timely basis with the appropriate Governmental Authority, except in each case for failures to file which, individually or in the aggregate, have not had and would not reasonably be expected to have, a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any claim or notice nor has any knowledge indicating that the Company or any Company Subsidiary is currently not in compliance with the terms of the any such Company Permits, except where the failure to be in compliance with the terms of any such Company Permits, individually or in the aggregate, have not had and would not reasonably be expected to have have, a Company Material Adverse Effect. No suspension, modification, revocation or cancellation of any of the Company Permits is pending. (b) Since May 31, 2009, (i) neither Neither the Company nor any Company Subsidiary is or has been in conflict with, or in default under or violation of, or has been investigated for, or charged by any Governmental Entity with a violation of, of (i) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound (except for Laws addressed in Sections 4.10, 4.11, 4.14, 4.15 or was bound4.16), or (ii) any Company Permits (except for the Company Permits addressed in Sections 4.14 or 4.16), except in each case for any such conflicts, defaults, violations, investigations defaults or charges violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect and (ii) no investigation or review by any Governmental Entity with respect to the Company or any Company Subsidiary has been pending orhave, to the knowledge of the Company, threatened, except for such investigations or reviews, the outcomes of which if determined adversely to the Company or any Company Subsidiary, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereof. (c) None of the Company, the Company Subsidiaries or any of their Representatives has directly or indirectly offered, paid or accepted any remuneration or other thing of value that is prohibited by applicable Law, including under the United States Foreign Corrupt Practices Act of 1977. None of the Company, the Company Subsidiaries or any of their Representatives has directly or indirectly made or agreed to make any contribution, gift, bribe, rebate, payoff, influence payment, kickback or similar payment to any Person, including (i) to obtain favorable treatment in securing business, (ii) to pay for favorable treatment for business secured, (iii) to obtain special concessions or pay for special concessions already obtained or (iv) in connection with the approval or regulatory status of the Company Products or the facilities in which the Company Products are manufactured, packaged or stored, or from which the Company Products are initially distributed.

Permits; Compliance with Law. (a) The Company and each Company Subsidiary holds all material authorizations, permits, certificates, exemptions, approvals, orders, consents, franchises, variances, exemptions and registrations of any Governmental Entity necessary for the operation of its businesses (the “Company Permits”) necessary for ), except where the operation of failure to have any Company Permits, individually or in the Businessaggregate, would not reasonably be expected to have a Company Material Adverse Effect. The Company and each Company Subsidiary is in compliance with the terms of the Company Permits, except where the failure to be in compliance with any Company Permits, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. No material suspension, modification, revocation revocation, cancellation, deficiency, dispute or cancellation modification of any of the material Company Permits has occurred or is pending. None of the Company or any Company Subsidiary has received any written notice from any Governmental Entity regarding any threatened suspension, modification, revocation, cancellation, deficiency, dispute or modification with respect to any material Company Permit. (b) Since May 31, 2009, (i) neither Neither the Company nor any Company Subsidiary is, nor at any time since January 1, 2007, has been been, in conflict with, default under or violation of, or has been is being investigated for, or charged by any Governmental Entity with a violation of, any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is or was bound, except for any conflicts, defaults, violations, investigations or charges that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and (ii) no Effect. None of the Company or any Company Subsidiary has received, since January 1, 2008, a written notice or other written communication alleging or relating to a possible material violation of any Law applicable to their businesses, operations, properties or assets. No investigation or review by any Governmental Entity with respect to the Company or any Company Subsidiary has been is pending or, to the knowledge Knowledge of the Company, threatened, except for such investigations or reviews, the outcomes of which if determined adversely to the Company or any Company Subsidiary, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereof. (c) None of the Company, the Company Subsidiaries or any of their Representatives has directly or indirectly offered, paid or accepted any remuneration or other thing of value that is prohibited by applicable Law, including under the United States Foreign Corrupt Practices Act of 1977. None of the Company, the Company Subsidiaries or any of their Representatives has directly or indirectly made or agreed to make any contribution, gift, bribe, rebate, payoff, influence payment, kickback or similar payment to any Person, including (i) to obtain favorable treatment in securing business, (ii) to pay for favorable treatment for business secured, (iii) to obtain special concessions or pay for special concessions already obtained or (iv) in connection with the approval or regulatory status of the Company Products or the facilities in which the Company Products are manufactured, packaged or stored, or from which the Company Products are initially distributed.

Permits; Compliance with Law. (a) The Company, each of the Company Subsidiaries, and to the Knowledge of the Company each Company Subsidiary holds JV, is in possession of all material authorizations, permitslicenses, permits (including Environmental Permits), certificates, exemptionsapprovals and clearances, approvalsand has submitted notices to, ordersall Governmental Entities necessary for the Company or any Company Subsidiary or Company JV to develop, consentsconstruct, franchisesown, varianceslease and operate its properties or other assets and to carry on their respective businesses in the manner described in the Company SEC Documents filed or delivered to Parent prior to the date hereof and as it is being conducted as of the date hereof (other than authorizations, exemptions licenses, permits (including Environmental Permits), certificates, approvals and registrations clearances required to be in the possession of, or notices required to be submitted by landlords of any Governmental Entity real properties leased by the Company, a Company Subsidiary or a Company JV pursuant to a lease or other agreement) (the “Company Permits”) necessary for the operation of the Business. The ), and all such Company Permits are valid, and each Company Subsidiary is in compliance with the terms of the Company Permitsfull force and effect, except where the failure to have, or the suspension or cancellation of, or failure to be valid or in compliance with full force and effect of, any of the Company PermitsPermits would not, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse EffectEffect on the Company. No suspension, modification, revocation or cancellation of any None of the Company, any Company Permits Subsidiary, or any Company JV, is pending. (b) Since May 31in conflict with, 2009or in default or violation of, (i) neither the Company nor any Company Subsidiary has been in conflict with, default under or violation of, or has been investigated for, or charged by any Governmental Entity with a violation of, any Law applicable to the Company or Company, any Company Subsidiary or, to the Knowledge of the Company, any Company JV or by which any property or asset of the Company, any Company Subsidiary or any Company Subsidiary JV is bound or was boundaffected or (ii) any Company Permits, except except, with respect to clauses (i) and (ii), for any such conflicts, defaults, violations, investigations defaults or charges thatviolations that would not, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and (ii) no investigation or review by any Governmental Entity with respect to the Company or any Company Subsidiary has been pending or, to the knowledge of on the Company, threatened, except for such investigations or reviews, the outcomes of which if determined adversely to the Company or any Company Subsidiary, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereof. (c) None of the Company, the Company Subsidiaries or any of their Representatives has directly or indirectly offered, paid or accepted any remuneration or other thing of value that is prohibited by applicable Law, including under the United States Foreign Corrupt Practices Act of 1977. None of the Company, the Company Subsidiaries or any of their Representatives has directly or indirectly made or agreed to make any contribution, gift, bribe, rebate, payoff, influence payment, kickback or similar payment to any Person, including (i) to obtain favorable treatment in securing business, (ii) to pay for favorable treatment for business secured, (iii) to obtain special concessions or pay for special concessions already obtained or (iv) in connection with the approval or regulatory status of the Company Products or the facilities in which the Company Products are manufactured, packaged or stored, or from which the Company Products are initially distributed.

Permits; Compliance with Law. (a) The Company and each Company Subsidiary holds all material authorizations, permits, certificates, exemptions, approvals, orders, consents, franchises, variances, exemptions and registrations of any Governmental Entity (the “Company Permits”) necessary for the operation of the Business. The Company and each Company Subsidiary is its Subsidiaries are in compliance with the terms of the Company Permitsall applicable Laws and Judgments, except where the failure to be in such non-compliance with any Company Permits, individually or in the aggregate, that has not had and would not reasonably be expected to have a Company Material Adverse Effect. No suspension, modification, revocation or cancellation of any of the Company Permits is pending. (b) Since May 31, 2009, (i) neither the Company nor any Company Subsidiary has been in conflict with, default under or violation of, or has been investigated for, or charged by any Governmental Entity with a violation of, any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is or was bound, except for any conflicts, defaults, violations, investigations or charges that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and (ii) no investigation or review by any Governmental Entity with respect to the Company or any Company Subsidiary has been pending or, to the knowledge of the Company, threatened, except for such investigations or reviews, the outcomes of which if determined adversely to the Company or any Company Subsidiary, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary of its Subsidiaries has received any notice communication from January 1, 2009 through the date of this Agreement from a Governmental Entity that alleges that the Company or communication any of its Subsidiaries is not, or may not be, in compliance in any material respect with, or has, or may have, any material liability under, any applicable Law or Judgment or is subject to any investigation, inquiry or claim by such Governmental Entity. Each of the Company and its Subsidiaries has in effect all approvals, authorizations, certificates, filings, franchises, licenses, notices, permits and rights of or with all Governmental Entities (collectively, “Permits”) necessary for it to own, lease or operate its assets and to carry on its business as presently conducted, except those that would not have a Company Material Adverse Effect. There has occurred no default under, or violation of, any such Permit, and the Merger and the other transactions contemplated hereby will not cause the revocation or cancellation of any material noncompliance such Permit, except those that have not had or would not have a Company Material Adverse Effect. This Section 4.11(a) does not relate to matters with any such Laws that has not been cured as respect to the compliance of the date hereofCompany SEC Reports and Financial Statements with the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act of 2002, which are the subject of Section 4.6, Benefit Plans, which are the subject of Section 4.9(b), Taxes, which are the subject of Section 4.12, environmental matters, which are the subject of Section 4.14, Export Control Laws, which are the subject of Section 4.11(b), Anti-Bribery Laws, which are the subject of Section 4.11(c), or takeover laws, which are the subject of Section 4.11(b). (b) The Company and its Subsidiaries are in compliance in all material respects with all statutory and regulatory requirements under the Arms Export Control Act (22 U.S.C. 2778), the International Traffic in Arms Regulations (22 C.F.R. § 120 et seq.), the Export Administration Regulations (15 C.F.R. § 730 et seq.) and associated executive orders, and the Laws implemented by the Office of Foreign Assets Controls, United States Department of the Treasury (collectively, the “Export Control Laws”). Since January 1, 2009, neither the Company nor any of its Subsidiaries has received any written communication from any Governmental Entity that alleges that the Company or any of its Subsidiaries is not in compliance in any material respect with, or has any material liability under, the Export Control Laws. (c) None of the Company, the The Company and its Subsidiaries or any of their Representatives has directly or indirectly offered, paid or accepted any remuneration or other thing of value that is prohibited by applicable Law, including are in compliance in all material respects with all statutory and regulatory requirements under the United States Foreign Corrupt Practices Act of 1977. None of the Company(15 U.S.C. §§ 78dd-1, the Company Subsidiaries or any of their Representatives has directly or indirectly made or agreed to make any contribution, gift, bribe, rebate, payoff, influence payment, kickback or similar payment to any Person, including (iet seq.) to obtain favorable treatment and international anti-bribery conventions and material local anti corruption and bribery Laws in securing business, (ii) to pay for favorable treatment for business secured, (iii) to obtain special concessions or pay for special concessions already obtained or (iv) in connection with the approval or regulatory status of the Company Products or the facilities jurisdictions in which the Company Products and its Subsidiaries are manufacturedoperating (the “Anti-Bribery Laws”). Since January 1, packaged 2009, neither the Company nor any of its Subsidiaries has received any written communication from any Governmental Entity that alleges that the Company, any of its Subsidiaries or storedany agent thereof is in material violation of, or from which has any material liability under, the Company Products are initially distributedAnti-Bribery Laws.

Permits; Compliance with Law. (a) The Except as set forth on Schedule 3.06-1 of the Company Disclosure Schedule, the Company and each Company Subsidiary holds is in possession of all material franchises, grants, authorizations, licenses, permits, certificateseasements, exemptionsvariances, approvals, ordersexceptions, consents, franchisescertificates, variances, exemptions approvals and registrations of any Governmental Entity (the “Company Permits”) orders necessary for the operation of the Business. The Company and each Company Subsidiary to own, lease and operate its properties or to carry on its business as it is in compliance with now being conducted (the terms of the "Company Permits"), except where the failure to be in compliance with any Company Permits, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. No suspension, modification, revocation and no suspension or cancellation of any of the Company Permits is pending. (b) Since May 31pending or, 2009to the knowledge of the Company, (i) threatened, except where the failure to have, or the suspension or cancellation of, any of the Company Permits would not, individually or in the aggregate, have a Company Material Adverse Effect. Set forth on Schedule 3.06-2 of the Company Disclosure Schedule is a true and complete list of those Company Permits, the loss or suspension of any of which would, individually or in the aggregate, have a Company Material Adverse Effect. Except as set forth on Schedule 3.06-3 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary has been is in conflict with, or in default under or violation ofof (i) any Laws, or has been investigated forincluding the Foreign Corrupt Practices Act and related regulations, or charged by any Governmental Entity with a violation of, any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or was boundaffected; (ii) any of the Company Permits; or (iii) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary or any property or asset of the Company or any Subsidiary is otherwise bound or affected, except for any such conflicts, defaults, violations, investigations defaults or charges thatviolations that would not, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and (ii) no investigation or review by any Governmental Entity with respect to Effect. Except as set forth on Schedule 3.06-4 of the Company or Disclosure Schedule, since January 1, 1998, neither the Company nor any Company Subsidiary has been pending orthe subject of or otherwise involved in any investigation or enforcement action arising under contracting regulations of the Department of Defense, and, to the knowledge of the Company, threatened, except for no such investigations investigation or reviews, the outcomes of which if determined adversely to the Company action is threatened or any Company Subsidiary, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereofcontemplated. (c) None of the Company, the Company Subsidiaries or any of their Representatives has directly or indirectly offered, paid or accepted any remuneration or other thing of value that is prohibited by applicable Law, including under the United States Foreign Corrupt Practices Act of 1977. None of the Company, the Company Subsidiaries or any of their Representatives has directly or indirectly made or agreed to make any contribution, gift, bribe, rebate, payoff, influence payment, kickback or similar payment to any Person, including (i) to obtain favorable treatment in securing business, (ii) to pay for favorable treatment for business secured, (iii) to obtain special concessions or pay for special concessions already obtained or (iv) in connection with the approval or regulatory status of the Company Products or the facilities in which the Company Products are manufactured, packaged or stored, or from which the Company Products are initially distributed.

Permits; Compliance with Law. (a) The Company and each Company Subsidiary holds all material authorizations, licenses, permits, certificates, variances, exemptions, approvals, orders, consents, franchises, variances, exemptions registrations and registrations clearances of any Governmental Entity necessary for the Company and each Company Subsidiary to own, lease and operate its properties and assets, and to carry on and operate its businesses as currently conducted (the “Company Permits”) necessary for the operation and all of the Businesssuch Company Permits are valid and in full force and effect. The Company and each Company Subsidiary is in and since January 1, 2013 has been in compliance in all material respects with the terms of the Company Permits, except where the failure to be in compliance with any Company Permits, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. No suspension, modification, revocation or cancellation of any of the Company Permits is pendingpending or, to the knowledge of the Company, threatened. (b) The Company and the Company Subsidiaries are, and have been since January 1, 2013, in compliance in all material respects with all Laws applicable to the Company or any Company Subsidiary or which any property or asset of the Company or any Company Subsidiary is bound or affected. Since May 31January 1, 20092013, (i) neither the Company nor any Company Subsidiary has been in conflict withbeen, default under or violation ofto the knowledge of the Company, or has been investigated for, or charged by any Governmental Entity with a violation of, any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or was boundaffected, except for any conflicts, defaults, violations, such investigations or charges thatcharges, the outcomes of which if determined adversely to the Company or any Company Subsidiary, individually or in the aggregate, would not reasonably be expected to have be material to the Company and the Company Subsidiaries, taken as a Company Material Adverse Effect and (ii) no whole. No formal investigation or review review, or to the knowledge of the Company, informal investigation or review, by any Governmental Entity with respect to the Company or any Company Subsidiary has been is pending or, to the knowledge of the Company, threatened, nor has any Governmental Entity indicated an intention to conduct any such investigation or review, except for such investigations or reviews, the outcomes of which if determined adversely to the Company or any Company Subsidiary, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Neither be material to the Company nor any Company Subsidiary has received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereof. (c) None of the Company, and the Company Subsidiaries or any of their Representatives has directly or indirectly offeredSubsidiaries, paid or accepted any remuneration or other thing of value that is prohibited by applicable Law, including under the United States Foreign Corrupt Practices Act of 1977. None of the Company, the Company Subsidiaries or any of their Representatives has directly or indirectly made or agreed to make any contribution, gift, bribe, rebate, payoff, influence payment, kickback or similar payment to any Person, including (i) to obtain favorable treatment in securing business, (ii) to pay for favorable treatment for business secured, (iii) to obtain special concessions or pay for special concessions already obtained or (iv) in connection with the approval or regulatory status of the Company Products or the facilities in which the Company Products are manufactured, packaged or stored, or from which the Company Products are initially distributedtaken as a whole.

Permits; Compliance with Law. (a) The Company and each Company Subsidiary holds all material authorizations, permits, certificates, exemptions, approvals, orders, consents, franchises, variances, exemptions and registrations of any Governmental Entity (the “Company Permits”) necessary Except for the operation Permits that are the subject of Section 4.14 or Section 4.16, which are solely the subject of the Business. The representations and warranties made therein, the Company, Company Operating Partnership and each Company Subsidiary is in possession of all Permits, including building permits and certificates of occupancy, necessary for the Company, Company Operating Partnership and each Company Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is being conducted as of the date hereof (collectively, the “Company Permits”), and all such Company Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. All applications required to have been filed for the renewal of the Company Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all other filings required to have been made with respect to such Company Permits have been duly made on a timely basis with the appropriate Governmental Authority, except in each case for failures to file which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. All fees and assessments due and payable by the Company, Company Operating Partnership or any Company Subsidiary, in each case, in connection with the Company Permits, have been paid, expect where the failure to pay, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. None of the Company, Company Operating Partnership or any Company Subsidiary has received as of the date hereof, any written claim or notice indicating that, nor, to the knowledge of the Company, is, the Company or any Company Subsidiary currently not in compliance with the terms of the any such Company Permits, except where the failure to be in compliance with the terms of any such Company Permits, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No event has occurred with respect to a Company Permit that permits, or after notice or lapse of time or both would permit, the suspension, modificationrevocation, termination or material impairment of such Company Permit (or the rights thereunder), and no suspension, cancellation, revocation or cancellation material impairment of any Company Permit is pending, or the knowledge of the Company, threatened, except, in each case, where such suspension, revocation, cancellation or material impairment, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Permits is pendingMaterial Adverse Effect. (b) Since May 31None of the Company, 2009, (i) neither the Company nor Operating Partnership or any Company Subsidiary is or has since January 1, 2021 been in conflict with, or in default under or violation of, or has been investigated for, or charged by any Governmental Entity with a violation of, of (i) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound (except for compliance with Laws addressed in Section 4.10, Section 4.11, Section 4.14, Section 4.16 or was boundSection 4.17, which are solely the subject of the representations and warranties made therein), or (ii) any Company Permits (except for the Company Permits addressed in Section 4.14, which are solely the subject of the representations and warranties made therein), except in each case for any such conflicts, defaults, violations, investigations defaults or charges violations that, individually or in the aggregate, would have not reasonably be expected to have a Company Material Adverse Effect had and (ii) no investigation or review by any Governmental Entity with respect to the Company or any Company Subsidiary has been pending or, to the knowledge of the Company, threatened, except for such investigations or reviews, the outcomes of which if determined adversely to the Company or any Company Subsidiary, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. (c) Each of the Company, each Company Subsidiary and their respective controlled Affiliates (including in each case any of their officers, directors or employees) have complied in all material respects with applicable Anti-Corruption Laws. Neither the Company nor any Company Subsidiary nor, to the knowledge of the Company, any director, officer or Representative of the Company or any Company Subsidiary has (i) used any corporate funds for any unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity, (ii) made, taken or will take any action in furtherance of any direct or indirect unlawful payment, promise to pay or authorization or approval of the payment or giving of money, property or gifts of anything of value, directly or indirectly to any foreign or domestic government official or employee, (iii) made, offered or taken an act in furtherance of any direct or indirect unlawful bribe, rebate, payoff, kickback or other unlawful payment to any foreign or domestic government official or employee, (iv) made any payment to any customer, supplier or tenant, or to any officer, director, partner, employee or agent of any such customer, supplier or tenant, for the unlawful sharing of fees to any such customer, supplier or tenant or any such officer, director, partner, employee or agent for the unlawful rebating of charges, (v) engaged in any other unlawful reciprocal practice, or made any other unlawful payment or given any other unlawful consideration to any such customer, supplier or tenant or any such officer, director, partner, employee or agent of such customer, officer or tenant, or (vi) taken any action or made any omission in violation of any applicable Law governing imports into or exports from the United States or any foreign country, or relating to economic sanctions or embargoes, corrupt practices, money laundering, or compliance with unsanctioned foreign boycotts, in each case, in violation of any applicable Anti-Corruption Law. Neither the Company nor any Company Subsidiary has received any notice or written communication of any material noncompliance with any such Laws that has not been cured as of the date hereof. (c) None of the Companyalleges that it, the Company Subsidiaries or any of their Representatives has directly or indirectly offeredits respective Representatives, paid or accepted any remuneration or other thing of value that is prohibited by applicable Law, including under the United States Foreign Corrupt Practices Act of 1977. None of the Company, the Company Subsidiaries or any of their Representatives has directly or indirectly made or agreed to make any contribution, gift, bribe, rebate, payoff, influence payment, kickback or similar payment to any Person, including (i) to obtain favorable treatment in securing business, (ii) to pay for favorable treatment for business secured, (iii) to obtain special concessions or pay for special concessions already obtained or (iv) in connection with the approval or regulatory status of the Company Products or the facilities in which the Company Products are manufactured, packaged or storedis, or from which the Company Products are initially distributedmay be, in violation of, or has, or may have, any liability under, any Anti-Corruption Law.

Permits; Compliance with Law. (a) The Company and each Company Subsidiary holds all material authorizations, permits, certificates, exemptions, approvals, orders, consents, franchises, variances, exemptions easements, exemptions, registrations, licenses and registrations clearances of any Governmental Entity (the “Company Permits”) necessary for the operation of the BusinessBusiness as currently conducted and all such Company Permits are in full force and effect, except where the failure to hold one or more such Company Permits would not have a Company Material Adverse Effect. The Company and each Company Subsidiary is operating in compliance with the terms of the such Company Permits, except where the failure to be in compliance with any such Company Permits, individually or in the aggregate, Permits would not reasonably be expected to have a Company Material Adverse Effect. No Except as would not have a Company Material Adverse Effect, no suspension, modification, revocation or cancellation of any of the such Company Permits is pendingpending or threatened in writing. (b) Since May 31, 2009, (i) The Company and each Company Subsidiary is, and since January 1, 2015 has been, in compliance with all Laws and Orders applicable to the Company or any Company Subsidiary or any assets owned or used by the Company or any Company Subsidiary (except in each case where such noncompliance would not have a Company Material Adverse Effect) and (ii) neither the Company nor any Company Subsidiary has been in conflict received any written communication since January 1, 2015 from, or since January 1, 2015 entered into any Contract or settlement with, default under or violation of, or has been investigated for, or charged by any a Governmental Entity with a violation of, any Law applicable to that alleges that the Company or any Company Subsidiary has, at any time, not been in material compliance with any such Law or by which any property or asset of the Company or any Company Subsidiary is or was bound, except for any conflicts, defaults, violations, investigations or charges that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and (ii) no investigation or review by any Governmental Entity with respect to the Company or any Company Subsidiary has been pending orOrder and, to the knowledge of the Company, threatened, except for such investigations there has not been any material investigation or reviews, the outcomes of which if determined adversely to inquiry by a Governmental Entity pending or threatened against the Company or any Company SubsidiarySubsidiary at any time since January 1, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereof2015. (c) None Neither the Company, nor the Company Subsidiaries, nor, to the knowledge of the Company, any Representatives acting on their behalf, have, in the Company Subsidiaries or any of their Representatives has past five (5) years, directly or indirectly offeredindirectly, paid or accepted any remuneration or other thing of value that is prohibited by applicable Law, including under the United States Foreign Corrupt Practices Act of 1977. None of the Company, the Company Subsidiaries or any of their Representatives has directly or indirectly made or agreed to make any contribution, gift, bribe, rebate, payoff, influence payment, kickback or similar payment to any Person, including (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful payments relating to obtain favorable treatment political activity, or failed to disclose fully any such contributions in securing businessviolation of law, (ii) given, offered, promised, or authorized to pay give, any money or thing of value to any foreign or domestic Government Official corruptly for favorable treatment for the purpose of influencing an act or decision of the Government Official, or inducing the Government Official to use his or her influence or position to affect any government act or decision relating in any way to the business secured, of the Company or any of its Subsidiaries; or (iii) given, offered, promised, or authorized to obtain special concessions give, any money or pay for special concessions already obtained thing of value to a Government Official or any other Person in violation of any applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, any laws enacted pursuant to, or arising under, the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or any other applicable laws or regulations relating to bribery or corruption (iv) collectively, “Anti-Corruption Laws”). There have been no intentionally false or fictitious entries made in connection with the approval books or regulatory status records of the Company Products and its Subsidiaries relating to any illegal payment or the facilities in which secret or unrecorded fund, and neither the Company Products are manufacturednor any of its Subsidiaries has established or maintained a secret or unrecorded fund. In the past five (5) years, packaged there have been no charges, internal whistleblower reports, voluntary disclosures or stored, Proceedings (or from which to the knowledge of the Company Products any external whistleblower reports or external investigations) against the Company or any Company Subsidiary under any applicable Anti-Corruption Laws, and to the Company’s knowledge, there are initially distributedno pending or threatened external investigations or Proceedings involving suspected or confirmed violations thereof. The Company and the Company Subsidiaries maintain policies and procedures reasonably designed to ensure compliance with all applicable Anti-Corruption Laws.

Permits; Compliance with Law. (a) The Company and each Company Subsidiary holds all material Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, approvals, orders, consents, franchises, variancescertifications and clearances that are the subject of Section 4.16 and Section 4.17, exemptions and registrations of any Governmental Entity (the “Company Permits”) necessary for the operation of the Business. The which are addressed solely in those Sections, Company and each Company Subsidiary is in compliance with possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority, including building permits and certificates of occupancy, necessary for Company and each Company Subsidiary to own, lease and, to the terms extent applicable, operate its properties or to carry on its respective business substantially as they are being conducted as of the date hereof (the “Company Permits”), and all such Company Permits are valid and in full force and effect, except where the failure to be in compliance with possession of, or the failure to be valid or in full force and effect of, any of the Company Permits, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. No suspension, modification, revocation or cancellation of any All applications required to have been filed for the renewal of the Company Permits is pending. (b) Since May 31have been duly filed on a timely basis with the appropriate Governmental Authority, 2009except where the failure to do so would not, (i) neither individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, and all other filings required to have been made with respect to such Company Permits have been duly made on a timely basis with the appropriate Governmental Authority. Neither Company nor any Company Subsidiary has received any claim or notice nor has any Knowledge indicating that Company or any Company Subsidiary currently is not in compliance with the terms of any Company Permit. (b) Neither Company nor any Company Subsidiary is or has been in conflict with, or in default under or violation of, or has been investigated for, or charged by any Governmental Entity with a violation of, of (i) any Law or Order applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is or was bound, bound (except for Laws addressed in Section 4.12, Section 4.15, Section 4.16, or Section 4.17 which are solely addressed in those Sections), or (ii) any Company Permits (except for Company Permits addressed in Section 4.16 or Section 4.17 which are solely addressed in those Sections), except, in each case, for any such conflicts, defaults, violations, investigations defaults or charges violations that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and (ii) no investigation or review by any Governmental Entity with respect to the Company or any Company Subsidiary has been pending or, to the knowledge of the Company, threatened, except for such investigations or reviews, the outcomes of which if determined adversely to the Company or any Company Subsidiary, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereof. (c) None of the Company, the Company Subsidiaries or any of their Representatives has directly or indirectly offered, paid or accepted any remuneration or other thing of value that is prohibited by applicable Law, including under the United States Foreign Corrupt Practices Act of 1977. None of the Company, the Company Subsidiaries or any of their Representatives has directly or indirectly made or agreed to make any contribution, gift, bribe, rebate, payoff, influence payment, kickback or similar payment to any Person, including (i) to obtain favorable treatment in securing business, (ii) to pay for favorable treatment for business secured, (iii) to obtain special concessions or pay for special concessions already obtained or (iv) in connection with the approval or regulatory status of the Company Products or the facilities in which the Company Products are manufactured, packaged or stored, or from which the Company Products are initially distributed.

Permits; Compliance with Law. (a) The Each of the Company and each Company Subsidiary holds its Subsidiaries is in possession of all material franchises, grants, authorizations, licenses, permits, certificateseasements, exemptionsvariances, approvals, ordersexceptions, consents, franchisescertificates, variances, exemptions approvals and registrations orders of any Governmental Entity necessary for it to own, lease and operate its properties or to carry on its business as it is now being conducted (collectively, the “Company Permits”) necessary for the operation ), and, as of the Business. The Company and each Company Subsidiary is in compliance with the terms date of the Company Permitsthis Agreement, except where the failure to be in compliance with any Company Permits, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. No suspension, modification, revocation no suspension or cancellation of any of the Company Permits is pending. (b) Since May 31pending or, 2009to the Knowledge of the Company, (i) threatened and no such suspension or cancellation will result from the transactions contemplated by this Agreement. Except as set forth on Section 3.7 of the Company Disclosure Letter, neither the Company nor any Company Subsidiary has been of its Subsidiaries is in conflict with, or in default under or violation of, or has been investigated for, or charged by any Governmental Entity with a violation of, (i) any Law applicable to the Company or any Company Subsidiary its Subsidiaries or by which any property or asset of the Company or its Subsidiaries is bound or (ii) any Company Subsidiary is or was boundPermits, except for any conflicts, defaultsdefaults or violations of an immaterial nature. Section 3.7 of the Company Disclosure Letter sets forth a correct and complete list of the Company Permits. (b) The Company and its Subsidiaries are in compliance in all material respects with all legal requirements under (i) the Foreign Corrupt Practices Act (15 U.S.C. §§ 78dd-1, violations, investigations or charges that, individually or et seq.) and the Organization for Economic Cooperation and Development Convention Against Bribery of Foreign Public Officials in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect International Business Transactions and legislation implementing such Convention and (ii) no investigation or review by any Governmental Entity with respect to international anti-bribery conventions (other than the convention described in clause (i)) and the local anti-corruption and bribery Laws, in each case, in jurisdictions in which the Company or any Company Subsidiary has been pending orand its Subsidiaries are operating (collectively, to the knowledge of “Anti-Bribery laws”). To the Company’s Knowledge, threatened, except for such investigations or reviews, the outcomes of which if determined adversely to the Company or any Company Subsidiary, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Neither neither the Company nor any Company Subsidiary of its Subsidiaries has received any notice or written communication of any material noncompliance with any such Laws that has not been cured as of the date hereof. (c) None of alleges that the Company, the Company its Subsidiaries or any of their Representatives has directly agent thereof is, or indirectly offeredmay be, paid in violation of, or accepted has, or may have, any remuneration or other thing of value that is prohibited by applicable Law, including under the United States Foreign Corrupt Practices Act of 1977. None of the Companymaterial liability under, the Company Subsidiaries or any of their Representatives has directly or indirectly made or agreed to make any contribution, gift, bribe, rebate, payoff, influence payment, kickback or similar payment to any Person, including (i) to obtain favorable treatment in securing business, (ii) to pay for favorable treatment for business secured, (iii) to obtain special concessions or pay for special concessions already obtained or (iv) in connection with the approval or regulatory status of the Company Products or the facilities in which the Company Products are manufactured, packaged or stored, or from which the Company Products are initially distributedAnti-Bribery Laws.

Permits; Compliance with Law. (a) The Company and each Company Subsidiary holds all material Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14, which are addressed solely in that Section, the Company, Company LP and each Company Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, consents, franchises, variances, exemptions certifications and registrations clearances of any Governmental Entity Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for the Company, Company LP and each Company Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is being conducted as of the date hereof (the “Company Permits”) necessary for the operation of the Business. The ), and all such Company Permits are valid and each Company Subsidiary is in compliance with the terms of the Company Permitsfull force and effect, except where the failure to be in compliance with possession of, or the failure to be valid or in full force and effect of, any of the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. No suspension, modification, revocation or cancellation of any All applications required to have been filed for the renewal of the Company Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all other filings required to have been made with respect to such Company Permits have been duly made on a timely basis with the appropriate Governmental Authority, except in each case for failures to file which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. None of the Company, Company LP or any Company Subsidiary has received any claim or notice nor has any knowledge indicating that the Company or any Company Subsidiary is pendingcurrently not in compliance with the terms of any such Company Permits, except where the failure to be in compliance with the terms of any such Company Permits, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Since May 31None of the Company, 2009, (i) neither the Company nor LP or any Company Subsidiary is or has been in conflict with, or in default under or violation of, or has been investigated for, or charged by any Governmental Entity with a violation of, of (i) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound (except for Laws addressed in Section 4.10, Section 4.11, Section 4.14, Section 4.15 or was boundSection 4.17, which are the subject of the representations and warranties made therein), or (ii) any Company Permits (except for the Company Permits addressed in Section 4.14, which are the subject of the representations and warranties made therein), except in each case for any such conflicts, defaults, violations, investigations defaults or charges violations that, individually or in the aggregate, would have not reasonably be expected to have a Company Material Adverse Effect had and (ii) no investigation or review by any Governmental Entity with respect to the Company or any Company Subsidiary has been pending or, to the knowledge of the Company, threatened, except for such investigations or reviews, the outcomes of which if determined adversely to the Company or any Company Subsidiary, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereof. (c) None of the Company, the Company Subsidiaries or any of their Representatives has directly or indirectly offered, paid or accepted any remuneration or other thing of value that is prohibited by applicable Law, including under the United States Foreign Corrupt Practices Act of 1977. None of the Company, the Company Subsidiaries or any of their Representatives has directly or indirectly made or agreed to make any contribution, gift, bribe, rebate, payoff, influence payment, kickback or similar payment to any Person, including (i) to obtain favorable treatment in securing business, (ii) to pay for favorable treatment for business secured, (iii) to obtain special concessions or pay for special concessions already obtained or (iv) in connection with the approval or regulatory status of the Company Products or the facilities in which the Company Products are manufactured, packaged or stored, or from which the Company Products are initially distributed.

Permits; Compliance with Law. (a) The Company and each Company Subsidiary holds all material authorizations, permits, certificates, exemptions, approvals, orders, consents, franchises, variances, exemptions and registrations of any Governmental Entity (the “Company Permits”) necessary for the operation of the Business. The Company and each Company Subsidiary is in compliance with the terms of the Company Permits, except where the failure to be in compliance with any Company Permits, individually or in the aggregate, Except as would not reasonably be expected to have a Company Material Adverse Effect. No suspension, modification(i) each of the Company and its Subsidiaries is in possession of all franchises, revocation grants, authorizations, licenses, easements, variances, exceptions, consents, certificates, approvals and other permits of any Governmental Authority (“Permits”) reasonably necessary for it to own, lease and operate its properties and assets or to carry on its business as it is now being conducted (collectively, the “Company Permits”), (ii) all such Company Permits are in full force and effect, and (iii) as of the date of this Agreement, no suspension or cancellation of any of the Company Permits is pendingpending or, to the Knowledge of the Company, threatened in writing. (b) Since May 31, 2009, (i) neither the Company nor any Company Subsidiary has been in conflict with, default under or violation of, or has been investigated for, or charged by any Governmental Entity with a violation of, any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is or was bound, except for any conflicts, defaults, violations, investigations or charges that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and (ii) no investigation or review by any Governmental Entity with respect to the Company or any Company Subsidiary has been pending or, to the knowledge of the Company, threatened, except for such investigations or reviews, the outcomes of which if determined adversely to the Company or any Company Subsidiary, individually or in the aggregate, Except as would not reasonably be expected to have a Company Material Adverse Effect. Neither , the Company nor and each of its Subsidiaries is, and since January 1, 2014 has been, in compliance with (i) each Law applicable to the Company or such Subsidiary or by which any Company Subsidiary has received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereofCompany Assets is bound, and (ii) the Company Permits. (c) None Except as would not reasonably be expected to have a Company Material Adverse Effect, to the Knowledge of the Company, each of the co-manufacturers, contract manufacturers, vendors, suppliers and distributors (collectively, the “Suppliers”) of the products sold by the Company and its Subsidiaries (the “Products”) is in compliance with all Laws applicable to the manufacturing, sale, lease, storage and delivery of such products, including such Laws that require such co-manufacturers to possess all Permits for the current operation of their business, including the Food and Drug Act, the Federal Trade Commission Act, the Fair Packaging and Labeling Act, and the Laws of the FDA, CFIA, USDA and FTC. Except as would not reasonably be expected to have a Company Material Adverse Effect, none of the products being manufactured, sold or delivered by the Company or its Subsidiaries requires any approval of the FDA, CFIA, USDA and FTC or any of their Representatives has directly or indirectly offered, paid or accepted any remuneration or other thing of value that is prohibited by applicable Law, including under Governmental Authority for the United States Foreign Corrupt Practices Act of 1977. None of the Company, the Company Subsidiaries or any of their Representatives has directly or indirectly made or agreed to make any contribution, gift, bribe, rebate, payoff, influence payment, kickback or similar payment to any Person, including (i) to obtain favorable treatment in securing business, (ii) to pay purpose for favorable treatment for business secured, (iii) to obtain special concessions or pay for special concessions already obtained or (iv) in connection with the approval or regulatory status of the Company Products or the facilities in which the Company Products they are being manufactured, packaged sold or storeddelivered, as applicable, which has not been obtained. (d) No representation is made under this Section 3.21 with respect to SEC reports, financial statements and internal controls, employee benefits, labor, Tax, environmental, intellectual property matters or from Product matters, which the Company Products matters are initially distributedaddressed in Section 3.9, Section 3.10, Section 3.15, Section 3.16, Section 3.17, Section 3.18, Section 3.19 and Section 3.23, respectively.

Permits; Compliance with Law. (a) The Company and each Company Subsidiary holds all material Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, approvals, orders, consents, franchises, variancescertifications and clearances that are the subject of Section 4.16 and Section 4.17, exemptions and registrations of any Governmental Entity (the “Company Permits”) necessary for the operation of the Business. The which are addressed solely in those Sections, Company and each Company Subsidiary is in compliance with possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority, including building permits and certificates of occupancy, necessary for Company and each Company Subsidiary to own, lease and, to the terms extent applicable, operate its properties or to carry on its respective business substantially as they are being conducted as of the date hereof (the “Company Permits”), and all such Company Permits are valid and in full force and effect, except where the failure to be in compliance with possession of, or the failure to be valid or in full force and effect of, any of the Company Permits, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. No suspension, modification, revocation or cancellation of any All applications required to have been filed for the renewal of the Company Permits is pending. (b) Since May 31have been duly filed on a timely basis with the appropriate Governmental Authority, 2009except where the failure to do so would not, (i) neither individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, and all other filings required to have been made with respect to such Company Permits have been duly made on a timely basis with the appropriate Governmental Authority. Neither Company nor any Company Subsidiary has received any written notice from a Governmental Authority asserting a failure, or possible failure, to comply with any Company Permit, the subject of which written notice has not been resolved prior to the date of this Agreement as required thereby or otherwise to the satisfaction of the Governmental Authority sending such notice, except for such failures as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) Neither Company nor any Company Subsidiary is or has been in conflict with, or in default under or violation of, or has been investigated for, or charged by any Governmental Entity with a violation of, of (i) any Law or Order applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is or was bound, bound (except for Laws addressed in Section 4.12, Section 4.15, Section 4.16, or Section 4.17 which are solely addressed in those Sections), or (ii) any Company Permits (except for Company Permits addressed in Section 4.16 or Section 4.17 which are solely addressed in those Sections), except, in each case, for any such conflicts, defaults, violations, investigations defaults or charges violations that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and (ii) no investigation or review by any Governmental Entity with respect to the Company or any Company Subsidiary has been pending or, to the knowledge of the Company, threatened, except for such investigations or reviews, the outcomes of which if determined adversely to the Company or any Company Subsidiary, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereof. (c) None of the Company, the Company Subsidiaries or any of their Representatives has directly or indirectly offered, paid or accepted any remuneration or other thing of value that is prohibited by applicable Law, including under the United States Foreign Corrupt Practices Act of 1977. None of the Company, the Company Subsidiaries or any of their Representatives has directly or indirectly made or agreed to make any contribution, gift, bribe, rebate, payoff, influence payment, kickback or similar payment to any Person, including (i) to obtain favorable treatment in securing business, (ii) to pay for favorable treatment for business secured, (iii) to obtain special concessions or pay for special concessions already obtained or (iv) in connection with the approval or regulatory status of the Company Products or the facilities in which the Company Products are manufactured, packaged or stored, or from which the Company Products are initially distributed.

Permits; Compliance with Law. (a) The Company and each Company Subsidiary holds all material Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, approvals, orders, consents, franchises, variancescertifications and clearances that are the subject of Section 4.14 or Section 4.16, exemptions and registrations of any Governmental Entity (which are addressed solely in those Sections, the “Company Permits”) necessary for the operation of the Business. The Company and each Company Subsidiary is in compliance with possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for the terms Company and each Company Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is being conducted as of the date hereof (the “Company Permits”), and all such Company Permits are valid and in full force and effect, except where the failure to be in compliance with possession of, or the failure to be valid or in full force and effect of, any of the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. No suspension, modification, revocation or cancellation of any All applications required to have been filed for the renewal of the Company Permits is pending. (b) Since May 31have been duly filed on a timely basis with the appropriate Governmental Authority, 2009and all other filings required to have been made with respect to such Company Permits have been duly made on a timely basis with the appropriate Governmental Authority, (i) neither except in each case for failures to file which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any claim or notice nor has any knowledge indicating that the Company or any Company Subsidiary is currently not in compliance with the terms of any such Company Permits, except where the failure to be in compliance with the terms of any such Company Permits, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Neither the Company nor any Company Subsidiary is or has been in conflict with, or in default under or violation of, or has been investigated for, or charged by any Governmental Entity with a violation of, of (i) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound (except for Laws addressed in Section 4.10, Section 4.11, Section 4.14, Section 4.15 or was boundSection 4.17), or (ii) any Company Permits (except for the Company Permits addressed in Section 4.14 or Section 4.16), except in each case for any such conflicts, defaults, violations, investigations defaults or charges violations that, individually or in the aggregate, would have not reasonably be expected to have a Company Material Adverse Effect had and (ii) no investigation or review by any Governmental Entity with respect to the Company or any Company Subsidiary has been pending or, to the knowledge of the Company, threatened, except for such investigations or reviews, the outcomes of which if determined adversely to the Company or any Company Subsidiary, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereof. (c) None of the Company, the Company Subsidiaries or any of their Representatives has directly or indirectly offered, paid or accepted any remuneration or other thing of value that is prohibited by applicable Law, including under the United States Foreign Corrupt Practices Act of 1977. None of the Company, the Company Subsidiaries or any of their Representatives has directly or indirectly made or agreed to make any contribution, gift, bribe, rebate, payoff, influence payment, kickback or similar payment to any Person, including (i) to obtain favorable treatment in securing business, (ii) to pay for favorable treatment for business secured, (iii) to obtain special concessions or pay for special concessions already obtained or (iv) in connection with the approval or regulatory status of the Company Products or the facilities in which the Company Products are manufactured, packaged or stored, or from which the Company Products are initially distributed.

Permits; Compliance with Law. (a) The Company and Each of the Company, each Company Subsidiary holds and CPS is in possession of all material authorizations, licenses, permits, certificates, exemptions, approvals, orders, consents, franchises, variances, exemptions approvals and registrations clearances of any Governmental Entity necessary for the Company, each Company Subsidiary or CPS to own, lease and operate its properties or to carry on its respective businesses substantially in the manner described in the Company SEC Documents filed prior to the date hereof and substantially as it is being conducted as of the date hereof (the “Company Permits”) necessary for the operation of the Business. The ), and all such Company Permits are valid, and each Company Subsidiary is in compliance with the terms of the Company Permitsfull force and effect, except where the failure to possess, or the suspension or cancellation of, or failure to be valid or in compliance with full force and effect of, any of the Company PermitsPermits would not, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. No suspension, modification, revocation or cancellation of any of the Company Permits is pending. (b) Since May Except as set forth in Section 3.6(b) of the Company Disclosure Schedule, none of the Company, any Company Subsidiary, CPS, the officers, directors, managing employees, agents (or any combination thereof) in the Company, Company Subsidiaries or CPS is, or since December 31, 20092007 has been, (i) neither the Company nor any Company Subsidiary has been in conflict with, or in default under or violation of, or has been investigated for, or charged by any Governmental Entity with a violation of, any Law applicable to the Company or Company, any Company Subsidiary or CPS or by which any property or asset of the Company or Company, any Company Subsidiary or CPS is bound or was boundaffected, including, but not limited to, state corporate practice of medicine Laws and regulations; state professional fee-splitting Laws and regulations; state Laws related to the privacy or security of health information; any requirements applicable to any Company Permits; the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Affordability Reconciliation Act; the Federal Health Care Programs criminal penalties Law (42 U.S.C. § 1320a-7b), including, but not limited to, the federal Anti-kickback Statute (42 U.S.C. § 1320a-7b(b)); the Sxxxx Law (42 U.S.C. §§ 1395nn), including any anti-markup or other pertinent provisions located in annual updates to the Physician Fee Schedule Final Rule and the Inpatient Prospective Payment System Final Rule; any applicable state fraud and abuse prohibitions, including those that apply to all payors (governmental, commercial insurance and self-payors), including, but not limited to, California Business and Professions Code §§ 650, 650.01, 650.02, and 655.5; the Anti-Inducement Law (42 U.S.C. § 1320a-7a(a)(5)); the civil False Claims Act (31 U.S.C. §§ 3729 et seq.); the administrative False Claims Law (42 U.S.C. § 1320a-7b(a)); the civil monetary penalty Laws (42 U.S.C. § 1320a-7a); the Program Fraud and Civil Remedies Act (31 U.S.C. § 3801 et seq.); the criminal false claims statutes (e.g., 18 U.S.C. §§ 287 and 1001); the federal TRICARE statute (10 U.S.C. § 1071 et seq.); the federal Veterans’ Benefits Laws (Title 38 of the United States Code); the Genetic Information Nondiscrimination Act (Pub. L. No. 110-233, 122 Stat. 881 (2008)); any federal or state genetic testing Laws, genetic privacy Laws or telemedicine Laws; the Clinical Laboratory Improvement Amendments of 1988 (42 U.S.C. § 263a et seq.); the federal Food, Drug and Cosmetic Act (21 U.S.C. § 301 et seq.); the exclusion Laws (42 U.S.C. § 1320a-7); any federal or state billing or reimbursement Laws or related guidance issued by the Centers for Medicare and Medicaid Services or any applicable State Medicaid agency; and the regulations promulgated pursuant to such Laws, each as amended from time to time, except in each case for any such conflicts, defaults, violations, investigations defaults or charges thatviolations that would not, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and (ii) no investigation or review by any Governmental Entity with respect to the Company or any Company Subsidiary has been pending or, to the knowledge of the Company, threatened, except for such investigations or reviews, the outcomes of which if determined adversely to the Company or any Company Subsidiary, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereof. (c) None To the Knowledge of the Company, none of the Company, any Company Subsidiary, or CPS is currently, or has it been since December 31, 2005: (i) subject to a corporate integrity agreement, deferred prosecution agreement, consent decree, settlement agreement or similar agreements or orders mandating or prohibiting future or past activities; (ii) under investigation by the Department of Justice, the Office of the Inspector General of the U.S. Department of Health and Human Services, the Centers for Medicare and Medicaid Services, any state Attorney General, state Medicaid Agency, qui tam relator, or the FDA for contracting, promotional, billing, coding, reimbursement or other fraud and abuse or related issues; or (iii) suspended or debarred from contracting with the federal government. (d) Except as set forth in Section 3.6(d) of the Company Disclosure Schedule (x) or as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, each of the Company, the Company Subsidiaries or any and CPS, as applicable, meets all requirements of their Representatives has directly or indirectly offeredeligibility, paid or accepted any remuneration or participation, claims submission and payment of the Federal Heath Care Programs and other thing of value that is prohibited by applicable Lawthird party payment programs and will take all steps necessary to ensure continued enrollment in these programs before and after Closing Date, including under the United States Foreign Corrupt Practices Act of 1977. None and (y) none of the Company, the Company Subsidiaries or Subsidiaries, CPS or, to the Company’s Knowledge, any of their Representatives respective officers, directors or employees, agents or contractors or, to the Company’s Knowledge, any natural Person with Beneficial Ownership of 5% or more of the outstanding voting securities of the Company, any Company Subsidiary or CPS, has directly been or indirectly made or agreed is currently excluded from participation in any such Federal Health Care Program. (e) The representations and warranties contained in this Section 3.6 shall not apply to make any contributionthe specific subject matters addressed in each of Sections 3.13, gift3.14, bribe3.17, rebate3.18 and 3.19, payoff, influence payment, kickback or similar payment to any Person, including (i) to obtain favorable treatment in securing business, (ii) to pay for favorable treatment for business secured, (iii) to obtain special concessions or pay for special concessions already obtained or (iv) in connection with each of which are the approval or regulatory status sole and exclusive representations and warranties of the Company Products pertaining or relating to the facilities in which the Company Products are manufactured, packaged or stored, or from which the Company Products are initially distributedspecific subject matters contained therein.

Permits; Compliance with Law. (a) The Company and each Company Subsidiary holds all material authorizations, permits, certificates, exemptions, approvals, orders, consents, franchises, variances, exemptions and registrations of any Governmental Entity necessary for the operation of its businesses (the “Company Permits”) necessary for the operation of the Business). The Company and each Company Subsidiary is in material compliance with the terms of the Company Permits, except where the failure to be in compliance with any Company Permits, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. No suspension, modification, revocation or cancellation of any of the Company Permits is pending. (b) Since May 31, 2009, (i) neither Neither the Company nor any Company Subsidiary has been is in conflict with, default under or violation of, or has been is being investigated for, or charged by any Governmental Entity with a material violation of, any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is or was bound, except for any conflicts, defaults, violations, investigations or charges that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and (ii) no . No investigation or review by any Governmental Entity with respect to the Company or any Company Subsidiary has been is pending or, to the knowledge of the Company, threatened, except for such investigations or reviews, the outcomes of which if determined adversely to the Company or any Company Subsidiary would be material to the Company or such Company Subsidiary. (c) Neither the Company nor any Company Subsidiary, individually nor, to the knowledge of the Company, any officer, director, agent, consultant, employee or other Person acting on behalf of the Company or any Company Subsidiary, has, directly or indirectly, taken any action which would cause them to be in violation of: (i) the Foreign Corrupt Practices Act of 1977, as amended, or any rules or regulations thereunder or (iii) any other applicable anti-corruption and/or anti-bribery Laws of any Governmental Authority of any jurisdiction applicable to the Company (whether by virtue of jurisdiction or organization or conduct of business). (d) The books, records and accounts of the Company and the Company Subsidiaries have at all times accurately and fairly reflected, in reasonable detail, the transactions and dispositions of their respective funds and assets. There have never been any false or fictitious entries made in the aggregatebooks, would not reasonably be expected records or accounts of the Company or any Company Subsidiary relating to have any illegal payment or secret or unrecorded fund, and neither the Company nor any Company Subsidiary has established or maintained a Company Material Adverse Effect. secret or unrecorded fund. (e) Neither the Company nor any Company Subsidiary has received entered into any notice or communication of any material noncompliance transaction with any such Laws of its Affiliates that has provided to the Company or any Company Subsidiary revenues, earnings or assets that would not have been cured as of the date hereofavailable to it in an arm’s length transaction with an unaffiliated Person. (cf) None The business of the Company, Company and the Company Subsidiaries or does not involve the export of any of their Representatives has directly or indirectly offered, paid or accepted any remuneration or other thing of value that is prohibited by applicable Law, including under the United States Foreign Corrupt Practices Act of 1977. None of the Company, the Company Subsidiaries or any of their Representatives has directly or indirectly made or agreed to make any contribution, gift, bribe, rebate, payoff, influence payment, kickback or similar payment to any Person, including (i) to obtain favorable treatment in securing business, (ii) to pay for favorable treatment for business secured, (iii) to obtain special concessions or pay for special concessions already obtained or (iv) in connection with the approval or regulatory status of the Company Products its Intellectual Property or the facilities in which the Company Products are manufactured, packaged or stored, or from which the Company Products are initially distributedTechnology related thereto.

Permits; Compliance with Law. (a) The Except as set forth in Section 3.6(a) of the Company Disclosure Schedule, the Company and each Company Subsidiary: (i) holds all authorizations, licenses, permits, certificates, variances, exemptions, approvals, Orders, registrations and clearances of any Governmental Authority necessary for the Company and each Company Subsidiary holds all material authorizationsto own, permitslease and operate its properties and assets, certificates, exemptions, approvals, orders, consents, franchises, variances, exemptions and registrations of any Governmental Entity to conduct its business as currently conducted and as currently planned to be conducted (the “Company Permits”); (ii) necessary for the operation of the Business. The Company is, and each Company Subsidiary is since January 1, 2013 has been, in compliance with the terms of the Company Permits, except where and all of the failure to be Company Permits are valid and in compliance with any Company Permits, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. No full force and effect; and (iii) no suspension, modification, revocation or cancellation of any of the Company Permits is pendingpending or, to the Knowledge of the Company, threatened, except with respect to each of (i), (ii) or (iii), as would not either individually or in the aggregate have, or be reasonably expected to have, a material and adverse effect on the Company and the Company Subsidiaries (taken as a whole). (b) Since May 31Except as set forth in Section 3.6(b) of the Company Disclosure Schedule, 2009, (i) neither the Company nor any Company Subsidiary is, or since January 1, 2013 has been been, in conflict with, default under or in violation of, been charged with or has been investigated forreceived written notice that it is under investigation with respect to a violation of, or charged by any Governmental Entity or, to the Knowledge of the Company, is not otherwise now under investigation with respect to a violation of, any Law Law, or any Order or Consent of any Governmental Authority, applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or was boundaffected, except for any conflictswhich conflict, defaults, violations, investigations default or charges that, individually or in violation would materially and adversely affect the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and (ii) no investigation or review by any Governmental Entity with respect to ability of the Company or any Company Subsidiary has been pending orto conduct its business as currently conducted. (c) Neither the Company nor any Company Subsidiary, nor, to the knowledge Knowledge of the Company, threatenedany officer, except for such investigations director, agent, consultant, employee or reviews, the outcomes other Representative of which if determined adversely to the Company or any Company Subsidiary, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Neither any other Person associated with or acting on behalf of the Company nor or any Company Subsidiary has received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereof. (c) None of the CompanySubsidiary, the Company Subsidiaries or any of their Representatives has has, directly or indirectly offeredindirectly, given, promised, offered or authorized the same, or paid or accepted any remuneration or other thing anything of value to any recipient that was, is or would be prohibited by applicable Law, including under (i) the United States Foreign Corrupt Practices Act of 1977. None of the Company, the Company Subsidiaries as amended, or any of their Representatives has directly rules or indirectly made or agreed to make any contribution, gift, bribe, rebate, payoff, influence payment, kickback or similar payment to any Person, including (i) to obtain favorable treatment in securing business, regulations promulgated thereunder and (ii) any other comparable anti-corruption or anti-bribery Laws of any Governmental Authority of any jurisdiction applicable to pay for favorable treatment for business secured, (iii) to obtain special concessions or pay for special concessions already obtained or (iv) in connection with the approval or regulatory status of the Company Products (whether by virtue of jurisdiction or the facilities in which the Company Products are manufactured, packaged organization or stored, or from which the Company Products are initially distributedconduct of business).

Permits; Compliance with Law. (a) The Company and each Company Subsidiary holds all material authorizationslicenses, permits, certificates, variances, exemptions, approvals, orders, consents, franchises, variances, exemptions approvals and registrations of any Governmental Entity required by applicable Law or Order for the Company and each Company Subsidiary to own, lease and operate its properties and assets, and to conduct its business as currently conducted (the “Company Permits”), except where the failure to have any Company Permits, individually or in the aggregate, has not had a Company Material Adverse Effect. Section 3.6(a) necessary for the operation of the BusinessCompany Disclosure Schedule contains an accurate and complete list of the Company Permits. The Company and each Company Subsidiary is and since January 1, 2008 has been in compliance with the terms of the Company Permits, and all of the Company Permits are valid and in full force and effect, except where the failure to be in compliance with any Company Permits, or the failure of any Company Permits to be valid or in full force and effect, individually or in the aggregate, would has not reasonably be expected to have had a Company Material Adverse Effect. No suspension, modification, revocation or cancellation of any of the Company Permits is pendingpending or, to the knowledge of the Company, threatened, except for any such actions that, individually or in the aggregate, have not had a Company Material Adverse Effect. (b) Since May 31, 2009, (i) neither Neither the Company nor any Company Subsidiary is or since January 1, 2008 has been in conflict with, default under or violation of, or is being or since January 1, 2008 has been investigated for, or charged by any Governmental Entity with a violation of, any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or was boundaffected, except for any conflicts, defaults, violations, investigations or charges that, individually or in the aggregate, would have not reasonably be expected to have had a Company Material Adverse Effect and (ii) no Effect. No investigation or review by any Governmental Entity with respect to the Company or any Company Subsidiary has been is pending or, to the knowledge of the Company, threatened, except for such investigations or reviews, the outcomes of which if determined adversely to the Company or any Company Subsidiary, individually or in the aggregate, would have not reasonably be expected to have had a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereof. (c) None of the Company, the Company Subsidiaries or any of their Representatives has directly or indirectly offered, paid or accepted any remuneration or other thing of value that is prohibited by applicable Law, including under the United States Foreign Corrupt Practices Act of 1977. None of the Company, the Company Subsidiaries or any of their Representatives has directly or indirectly made or agreed to make any contribution, gift, bribe, rebate, payoff, influence payment, kickback or similar payment to any Person, including (i) to obtain favorable treatment in securing business, (ii) to pay for favorable treatment for business secured, (iii) to obtain special concessions or pay for special concessions already obtained or (iv) in connection with the approval or regulatory status of the Company Products or the facilities in which the Company Products are manufactured, packaged or stored, or from which the Company Products are initially distributed.

Permits; Compliance with Law. (a) The Each of the Company and each Company Subsidiary holds its Subsidiaries is in possession of all material authorizations, licenses, permits, certificates, exemptions, approvals, orders, consents, franchises, variances, exemptions approvals and registrations clearances of any Governmental Entity necessary for it to own, lease and operate its properties or to carry on its business substantially in the manner described in the Company SEC Filings and substantially as it is being conducted (the “Company Permits”) necessary for the operation ), and all such Company Permits are valid and in full force and effect and, no suspension or cancellation of the Business. The Company and each Company Subsidiary any of them is in compliance with the terms of the Company Permitsthreatened, except where the failure to have, or the suspension or cancellation of, or failure to be valid or in compliance with full force and PALOALTO 66463 v1 (2K) -22- effect of, any of the Company PermitsPermits would not, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse EffectEffect with respect to the Company. No suspension, modification, revocation or cancellation of The Bank is “well capitalized” as such term is defined in the rules and regulations promulgated by the FDIC and any of the Company Permits is pendingapplicable state capital rules and regulations. (b) Since May 31The Company and its Subsidiaries have administered all accounts for which they act as a fiduciary, 2009including accounts for which they serve as a trustee, agent, custodian, personal representative, guardian, conservator or investment advisor, in accordance with the terms of their governing documents and applicable Law. Neither the Company, its Subsidiaries, or any director, officer, or employee, has committed any breach of trust or fiduciary duty with respect to any such fiduciary account in any material respect, and the accountings for each such fiduciary are true and correct and accurately reflect the assets of such fiduciary account. (ic) neither None of the Company nor any Company Subsidiary has been of its Subsidiaries is in conflict with, default under or violation ofof (i) any Company Permits, or has been investigated for, or charged by (ii) any Governmental Entity with a violation of, any Law Laws applicable to the Company or any Company Subsidiary of its Subsidiaries or (iii) by which any property or asset of the Company or any Company Subsidiary of its Subsidiaries is bound or was boundaffected, including, without limitation, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Bank Secrecy Act, and all other fair lending laws and other laws relating to discriminatory business practices, except in each case for any conflicts, defaults, violations, investigations such defaults or charges thatviolations that would not, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and (ii) no investigation or review by any Governmental Entity with respect to the Company. The Company or any Company Subsidiary has been pending or, to the knowledge assigned a rating of the Company, threatened, except for such investigations or reviews, the outcomes of which if determined adversely to the Company or any Company Subsidiary, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereof. (c) None of the Company, the Company Subsidiaries or any of their Representatives has directly or indirectly offered, paid or accepted any remuneration or other thing of value that is prohibited by applicable Law, including “satisfactory” under the United States Community Reinvestment Act. “Bank Secrecy Act” means the Currency and Foreign Corrupt Practices Transaction Reporting Act (31 U.S.C. Section 5311 et seq.), as amended. “Community Reinvestment Act” means the Community Reinvestment Act of 19771977 (12 U.S.C. 2901 et seq.), as amended. None of “Equal Credit Opportunity Act” means the CompanyEqual Credit Opportunity Act (15 U.S.C. Section 1691 et seq.) as amended. “Fair Housing Act” means the Fair Housing Act (420 U.S.C. Section 3601 et seq.), as amended. “Home Mortgage Disclosure Act” means the Company Subsidiaries or any of their Representatives has directly or indirectly made or agreed to make any contributionHome Mortgage Disclosure Act (12 U.S.C. Section 2801 et seq.), gift, bribe, rebate, payoff, influence payment, kickback or similar payment to any Person, including (i) to obtain favorable treatment in securing business, (ii) to pay for favorable treatment for business secured, (iii) to obtain special concessions or pay for special concessions already obtained or (iv) in connection with the approval or regulatory status of the Company Products or the facilities in which the Company Products are manufactured, packaged or stored, or from which the Company Products are initially distributedas amended.

Permits; Compliance with Law. (a) The Company and each Company Subsidiary holds all material Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, approvals, orders, consents, franchises, variancescertifications and clearances that are the subject of Section 4.14 or Section 4.16, exemptions and registrations of any Governmental Entity (which are addressed solely in those Sections, the “Company Permits”) necessary for the operation of the Business. The Company and each Company Subsidiary is in compliance with possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for the terms Company and each Company Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is being conducted as of the date hereof (the “Company Permits”), and all such Company Permits are valid and in full force and effect, except where the failure to be in compliance with possession of, or the failure to be valid or in full force and effect of, any of the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. No suspension, modification, revocation or cancellation of any All applications required to have been filed for the renewal of the Company Permits is pending. (b) Since May 31have been duly filed on a timely basis with the appropriate Governmental Authority, 2009and all other filings required to have been made with respect to such Company Permits have been duly made on a timely basis with the appropriate Governmental Authority, (i) neither except in each case for failures to file which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any claim or notice nor has any knowledge indicating that the Company or any Company Subsidiary is currently not in compliance with the terms of any such Company Permits, except where the failure to be in compliance with the terms of any such Company Permits, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Neither the Company nor any Company Subsidiary is or has been in conflict with, or in default under or violation of, or has been investigated for, or charged by any Governmental Entity with a violation of, of (i) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound (except for Laws addressed in Section 4.10, Section 4.11, Section 4.14ý, Section 4.15 or was boundSection 4.17), or (ii) any Company Permits (except for the Company Permits addressed in Section 4.14 or Section 4.16), except in each case for any such conflicts, defaults, violations, investigations defaults or charges violations that, individually or in the aggregate, would have not reasonably be expected to have a Company Material Adverse Effect had and (ii) no investigation or review by any Governmental Entity with respect to the Company or any Company Subsidiary has been pending or, to the knowledge of the Company, threatened, except for such investigations or reviews, the outcomes of which if determined adversely to the Company or any Company Subsidiary, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereof. (c) None of the Company, the Company Subsidiaries or any of their Representatives has directly or indirectly offered, paid or accepted any remuneration or other thing of value that is prohibited by applicable Law, including under the United States Foreign Corrupt Practices Act of 1977. None of the Company, the Company Subsidiaries or any of their Representatives has directly or indirectly made or agreed to make any contribution, gift, bribe, rebate, payoff, influence payment, kickback or similar payment to any Person, including (i) to obtain favorable treatment in securing business, (ii) to pay for favorable treatment for business secured, (iii) to obtain special concessions or pay for special concessions already obtained or (iv) in connection with the approval or regulatory status of the Company Products or the facilities in which the Company Products are manufactured, packaged or stored, or from which the Company Products are initially distributed.

Permits; Compliance with Law. (a) The Company and each Company Subsidiary holds is in possession of all material authorizations, licenses, permits, certificates, approvals, variances, exemptions, approvals, orders, consents, franchises, variances, exemptions certifications and registrations clearances of any Governmental Entity Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for the Company and each Company Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is being conducted as of the date hereof (the “Company Permits”) necessary for the operation of the Business. The ), and all such Company Permits are valid and each Company Subsidiary is in compliance with the terms of the Company Permitsfull force and effect, except where the failure to be in compliance with possession of, or the failure to be valid or in full force and effect of, any of the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. No suspension, modification, revocation or cancellation of any All applications required to have been filed for the renewal of the Company Permits is pending. (b) Since May 31have been duly filed on a timely basis with the appropriate Governmental Authority, 2009and all other filings required to have been made with respect to such Company Permits have been duly made on a timely basis with the appropriate Governmental Authority, (i) neither except in each case for failures to file which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any claim or notice nor has any knowledge indicating that the Company or any Company Subsidiary is currently not in compliance with the terms of any such Company Permits, except where the failure to be in compliance with the terms of any such Company Permits, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Neither the Company nor any Company Subsidiary is or has been in conflict with, or in default under or violation of, or has been investigated for, or charged by any Governmental Entity with a violation of, of (i) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is or was bound, or (ii) any Company Permits, except in each case for any such conflicts, defaults, violations, investigations defaults or charges violations that, individually or in the aggregate, would have not reasonably be expected to have a Company Material Adverse Effect had and (ii) no investigation or review by any Governmental Entity with respect to the Company or any Company Subsidiary has been pending or, to the knowledge of the Company, threatened, except for such investigations or reviews, the outcomes of which if determined adversely to the Company or any Company Subsidiary, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereof. (c) None of the Company, the Company Subsidiaries or any of their Representatives has directly or indirectly offered, paid or accepted any remuneration or other thing of value that is prohibited by applicable Law, including under the United States Foreign Corrupt Practices Act of 1977. None of the Company, the Company Subsidiaries or any of their Representatives has directly or indirectly made or agreed to make any contribution, gift, bribe, rebate, payoff, influence payment, kickback or similar payment to any Person, including (i) to obtain favorable treatment in securing business, (ii) to pay for favorable treatment for business secured, (iii) to obtain special concessions or pay for special concessions already obtained or (iv) in connection with the approval or regulatory status of the Company Products or the facilities in which the Company Products are manufactured, packaged or stored, or from which the Company Products are initially distributed.

Permits; Compliance with Law. (a) The Company and each Company Subsidiary holds have been operated at all material authorizations, permits, certificates, exemptions, approvals, orders, consents, franchises, variances, exemptions times and registrations of any Governmental Entity (currently are in compliance with all Laws applicable to the “Company Permits”) necessary for the operation of the Business. The Company and each Company Subsidiary is in compliance with the terms of the Company Permits, except where the failure to be in compliance with any Company Permits, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. No suspension, modification, revocation or cancellation of any of the Company Permits is pending. (b) Since May 31, 2009, (i) and neither the Company nor any Company Subsidiary has been is in conflict with, default under or violation of, or has been investigated for, or charged by any Governmental Entity with a violation ofviolated, any Law Laws applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is or was bound, except for any conflicts, defaults, violations, investigations or charges that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and (ii) no investigation or review by any Governmental Entity with respect to the Company or any Company Subsidiary has been pending or, to the knowledge of the Company, threatened, except for such investigations or reviews, the outcomes of which if determined adversely to the Company or any Company Subsidiary, individually except for violations which would not have a Material Adverse Effect. (b) The Company and each Company Subsidiary has been and is in compliance with all permits, licenses, franchises, certificates, authorizations, variances, exceptions, orders, consents, approvals, authorizations of and registrations with and under all Laws, and from all Governmental Entities required by the Company and each of its Subsidiaries to own, lease and/or operate their respective properties or other assets or to carry on their respective businesses as currently conducted (the "Company Permits"), except where the failure to have or be in compliance with the Company Permits would not have a Material Adverse Effect. All such Company Permits are in full force and effect and none of the Company Permits will become terminable, in whole or in part, as a result of the aggregatetransactions contemplated by this Agreement. (c) To the Company's knowledge, all Persons to whom the Company and the Company Subsidiaries provide management services are, to the extent applicable, (i) certified for participation in the Medicare and Medicaid programs; and (ii) in substantial compliance with the conditions of participation of such programs and have received all approvals and/or qualifications necessary to receive reimbursement under these programs, except where the failure to be so certified or to be in such compliance would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary or, to the Company's knowledge, any Person to whom the Company and the Company Subsidiaries provide management services, has received any notice from the regulatory authorities which enforce the statutory or communication regulatory provisions in respect of either the Medicare or Medicaid program of any material noncompliance with any such Laws that has not been cured as of the date hereof. (c) None pending or threatened investigations of the Company, or any such Person to whom the Company or any Company Subsidiary provide management services and neither the Company nor any of its Subsidiaries has any reason to believe that any such investigations or surveys are pending, threatened or imminent which would have a Material Adverse Effect. (d) Except as set forth in Section 4.6(d) of the Company Disclosure Schedule, no Person to whom the Company and the Company Subsidiaries provide management services has made a claim or notified the Company or any Company Subsidiary of a dispute with respect to the legality of the Contracts between them, and to the knowledge of the Company, no Person to whom the Company and the Company Subsidiaries provide management services has threatened to terminate any Contract with the Company or any of their Representatives has directly or indirectly offered, paid or accepted any remuneration or other thing the Company Subsidiaries. The Company and the Company Subsidiaries are in material compliance with the corporate practice of value that is prohibited by medicine laws and regulations in all applicable Law, including under the United States Foreign Corrupt Practices Act of 1977jurisdictions. None of the Company, any Company Subsidiary, any director, officer or employee, of the Company or any Company Subsidiary nor, to the Company's knowledge, any Person to whom the Company and the Company Subsidiaries provide management services has been excluded from participation in any Federal health care program or any of their Representatives has directly or indirectly made or agreed to make any contribution, gift, bribe, rebate, payoff, influence payment, kickback or similar payment to any Person, including State health care program (i) to obtain favorable treatment in securing business, (ii) to pay for favorable treatment for business secured, (iii) to obtain special concessions or pay for special concessions already obtained or (iv) in connection with as such terms are defined by the approval or regulatory status of the Company Products or the facilities in which the Company Products are manufactured, packaged or stored, or from which the Company Products are initially distributedSocial Security Act).

Permits; Compliance with Law. (a) The Company and each Company Subsidiary holds all material authorizations, permits, certificates, exemptions, approvals, orders, consents, franchises, variances, exemptions and registrations of any Governmental Entity (the “Company Permits”) necessary for the operation Each of the Business. The Company and each Company Subsidiary is in compliance with possession of all Governmental Authorizations necessary for the terms Company and each Company Subsidiary to own, lease and operate its properties or to carry on its respective businesses substantially in the manner described in the Company SEC Filings filed prior to the date hereof and substantially as it is being conducted as of the date hereof (the “Company Permits”), and all such Company Permits are valid, and in full force and effect, except where the failure to have, or the suspension or cancellation of, or failure to be valid or in compliance with full force and effect of, any of the Company PermitsPermits has not had or would not, individually or in the aggregate, would not reasonably be expected to have (a) prevent or materially delay consummation of the Merger or (b) otherwise be material to the Company and the Company Subsidiaries, taken as a Company Material Adverse Effectwhole. No suspension, modification, revocation or cancellation of any Section 3.6 of the Company Permits is pending. (b) Since May 31Disclosure Schedule sets forth, 2009as of the date of this Agreement, (i) neither a true and complete list of all such Company Permits. None of the Company nor or any Company Subsidiary has been is in conflict with, default under or violation of, or has been investigated forand the businesses of each of the Company and each Company Subsidiary have not been, or charged by since December 31, 2013, and are not being conducted in any Governmental Entity with a violation of, (x) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or was boundaffected or (y) any Company Permits, except for any such conflicts, defaults, violations, investigations defaults or charges thatviolations that would not, individually or in the aggregate, would not reasonably be expected to have be material to the Company and the Company Subsidiaries, taken as a Company Material Adverse Effect and (ii) no whole. No investigation or review by any Governmental Entity with respect to the Company or any Company Subsidiary has been is pending or, to the knowledge Knowledge of the Company, threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for such investigations any investigation or reviews, the outcomes of which if determined adversely review not material to the Company and the Company Subsidiaries, taken as a whole. To the Knowledge of the Company, no change is required in the Company’s or any Company SubsidiarySubsidiaries’ processes, properties or procedures in order for them to be in compliance with any applicable Laws, except for noncompliance that would not, individually or in the aggregate, would not reasonably be expected material to have a Company Material Adverse Effect. Neither the Company nor any and the Company Subsidiary Subsidiaries, taken as a whole, and since December 31, 2013, the Company has not received any written notice or communication of any material noncompliance with any such Laws that has not been cured cured. Subject only to the filings to be made and consents to be obtained as described in Section 3.5(b), control of each Company Permit granted under the date hereof. (c) None of the Company, Utilities Laws may be transferred by the Company Subsidiaries or any of their Representatives has directly or indirectly offeredto Parent under applicable Utilities Laws in accordance with this Agreement and will continue in full force and effect thereafter, paid or accepted any remuneration or other thing of value that is prohibited by applicable Lawwithout the consent of, including under the United States Foreign Corrupt Practices Act of 1977. None of the Company, the Company Subsidiaries or any of their Representatives has directly or indirectly made or agreed to make any contribution, gift, bribe, rebate, payoff, influence payment, kickback or similar payment to any Person, including (i) to obtain favorable treatment in securing business, (ii) to pay for favorable treatment for business secured, (iii) to obtain special concessions or pay for special concessions already obtained or (iv) in connection with the approval or regulatory status of the Company Products or the facilities in which the Company Products are manufacturedmaking of any filing with, packaged or stored, or from which the Company Products are initially distributedany other Governmental Entity.

Permits; Compliance with Law. (a) The Company and each Company Subsidiary holds all material authorizations, permits, certificates, exemptions, approvals, orders, consents, franchises, variances, exemptions and registrations of any Governmental Entity (the “Company Permits”) necessary for the operation of the BusinessBusiness as currently conducted, except where the failure to hold any Company Permits, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. The Company and each Company Subsidiary is operating in compliance with the terms of the such Company Permits, except where the failure to be in compliance with any such Company Permits, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. No suspension, modification, revocation or cancellation of any of the such Company Permits is pending. (b) Since May 31January 1, 20092014, (i) neither the Company nor any Company Subsidiary has been in conflict with, default under or violation of, or has been to the knowledge of the Company investigated for, or charged by any Governmental Entity with a violation of, any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is or was bound, except for any conflicts, defaults, violations, investigations or charges that, individually or in the aggregate, would not reasonably be expected to have be material to the Company and the Company Subsidiaries (taken as a Company Material Adverse Effect whole) and (ii) no investigation or review by any Governmental Entity with respect to the Company or any Company Subsidiary has been pending or, to the knowledge of the Company, threatened, except for such investigations or reviews, the outcomes of which if determined adversely to the Company or any Company Subsidiary, individually or in the aggregate, would not reasonably be expected to have be material to the Company and the Company Subsidiaries (taken as a Company Material Adverse Effectwhole). Neither Since January 1, 2014, neither the Company nor any Company Subsidiary has received any written notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereofof this Agreement. (c) None of the Company, the Company Subsidiaries or or, to the knowledge of the Company, any of their Representatives respective directors, executives, employees, or business partners (including representatives, distributors, consultants, agents, contractors and advisors) has directly or indirectly offered, paid paid, promised, authorized, or accepted (or attempted to pay, promise, authorize, or accept) any remuneration or other thing of value that is prohibited by applicable Law, including under the United States Foreign Corrupt Practices Act of 1977, or has otherwise violated or is in violation with the Foreign Corrupt Practices Act or any other law that prohibits bribery or corruption. None of the Company, the Company Subsidiaries or or, to the knowledge of the Company, any of their Representatives respective directors, executives, or employees, or business partners (including representatives, distributors, consultants, agents, contractors and advisors) has directly or indirectly made or authorized (or attempted to make or authorize) or otherwise agreed to make any improper contribution, gift, bribe, rebate, payoff, influence payment, kickback or similar payment to any Person, including (i) to obtain favorable treatment in securing business, (ii) to pay for favorable treatment for business secured, (iii) to obtain special concessions or pay for special concessions already obtained obtained, or (iv) in connection with the approval or regulatory status of the Company Products or the facilities in which the Company Products are manufactured, packaged or stored, or from which the Company Products are initially distributed. Solely for the purposes of this Section 3.6(c), “knowledge” means an awareness of the high probability of the existence of such circumstance, unless the Person actually believes that such circumstance does not exist.

Permits; Compliance with Law. (a) The Company and each Company Subsidiary holds is in possession of all material authorizations, licenses, permits, certificates, approvals, variances, exemptions, approvals, orders, consents, franchises, variances, exemptions certifications and registrations clearances of any Governmental Entity Authority, including building permits and certificates of occupancy, necessary for the Company and each Company Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as they are being conducted (the “Company Permits”) necessary for the operation of the Business. The ), and all such Company Permits are valid and each Company Subsidiary is in compliance with the terms of the Company Permitsfull force and effect, except where the failure to be in compliance with possession of, or the failure to be valid or in full force and effect of, any of the Company Permits, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. No suspension, modification, revocation or cancellation of any All applications required to have been filed for the renewal of the Company Permits is pendinghave been duly filed on a timely basis with the appropriate Governmental Authority, except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, and all other filings required to have been made with respect to such Company Permits have been duly made on a timely basis with the appropriate Governmental Authority. Neither the Company nor any Company Subsidiary has received any written notice since January 1, 2021 from a Governmental Authority asserting a failure, or possible failure, to comply with any Company Permit, the subject of which written notice has not been resolved prior to the date of this Agreement as required thereby or otherwise to the satisfaction of the Governmental Authority sending such notice, except for such failures as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) Since May 31Except as set forth on Schedule 4.6(b) to the Company Disclosure Letter, 2009, (i) neither the Company nor any Company Subsidiary is or has been in conflict with, or in default under or violation of, or has been investigated for, or charged by any Governmental Entity with a violation of, of (i) any Law or Order applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is or was bound, bound (except for Laws addressed in Section 4.12 which are solely addressed in such Section), or (ii) any Company Permits, except, in each case, for any such conflicts, defaults, violations, investigations defaults or charges violations that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and (ii) no investigation or review by any Governmental Entity with respect to the Company or any Company Subsidiary has been pending or, to the knowledge of the Company, threatened, except for such investigations or reviews, the outcomes of which if determined adversely to the Company or any Company Subsidiary, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereof. (c) None of the Company, the Company Subsidiaries or any of their Representatives has directly or indirectly offered, paid or accepted any remuneration or other thing of value that is prohibited by applicable Law, including under the United States Foreign Corrupt Practices Act of 1977. None of the Company, the Company Subsidiaries or any of their Representatives has directly or indirectly made or agreed to make any contribution, gift, bribe, rebate, payoff, influence payment, kickback or similar payment to any Person, including (i) to obtain favorable treatment in securing business, (ii) to pay for favorable treatment for business secured, (iii) to obtain special concessions or pay for special concessions already obtained or (iv) in connection with the approval or regulatory status of the Company Products or the facilities in which the Company Products are manufactured, packaged or stored, or from which the Company Products are initially distributed.

Permits; Compliance with Law. (a) The Each of the Company and each the Company Subsidiary holds Subsidiaries is in possession of all material franchises, grants, authorizations, licenses, permits, certificateseasements, exemptionsvariances, approvals, ordersexceptions, consents, franchisescertificates, variances, exemptions approvals and registrations orders of any Governmental Entity (the “Company Permits”) necessary for the operation of the Business. The Company and each or any Company Subsidiary to own, lease and operate its properties or to carry on its business as it is in compliance with now being conducted (collectively, the terms of the Company Permits"COMPANY PERMITS"), except where the failure to be in compliance with have, or the suspension or cancellation of, any of the Company Permits, individually or in the aggregate, would has not resulted and could not reasonably be expected to have result in a Company Material Adverse Effect. No suspensionEffect on the Company, modificationand, revocation as of the date of this Agreement, no suspension or cancellation of any of the Company Permits is pending. (b) Since May 31pending or, 2009to the knowledge of the Company, (i) neither threatened, except where the failure to have, or the suspension or cancellation of, any of the Company Permits, individually or in the aggregate, has not resulted and could not reasonably be expected to result in a Material Adverse Effect on the Company or except as otherwise set forth in Section 3.7 of the Company Disclosure Letter. Neither the Company nor any Company Subsidiary has been is in conflict with, or in default under or violation of, or has been investigated for, or charged by any Governmental Entity with a violation of, (i) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is or was boundmay be bound or affected or (ii) any Company Permits, in either case, except for any conflictswhere such conflict, defaults, violations, investigations default or charges that, individually or in the aggregate, would violation could not reasonably be expected to have result in a Company Material Adverse Effect on the Company. To the Company's knowledge, the business of the Company is not being conducted in violation of any portion of the Foreign Corrupt Practices Act, Pub. L. No. 95-213, 91 Stat.1494 (December 19, 1977), as amended (the "FCPA"), or any regulation promulgated thereunder, and (ii) no investigation there are not pending any investigations, reviews or review inquiries made by any Governmental Entity with respect to the Company or any Company Subsidiary has been pending or, to the knowledge of the Company, threatened, except for such investigations or reviews, the outcomes of which if determined adversely to the Company or any Company Subsidiary, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereof. (c) None of the Company, the Company Subsidiaries or any of their Representatives has directly or indirectly offeredrespective affiliates with respect to the FCPA, paid or accepted any remuneration or other thing of value that is prohibited by applicable Law, including under nor to the United States Foreign Corrupt Practices Act of 1977. None of the Company, the Company Subsidiaries or any of their Representatives has directly or indirectly made or agreed to make any contribution, gift, bribe, rebate, payoff, influence payment, kickback or similar payment to any Person, including (i) to obtain favorable treatment in securing business, (ii) to pay for favorable treatment for business secured, (iii) to obtain special concessions or pay for special concessions already obtained or (iv) in connection with the approval or regulatory status knowledge of the Company Products or has any Governmental Entity threatened to conduct the facilities in which the Company Products are manufactured, packaged or stored, or from which the Company Products are initially distributedsame.

Permits; Compliance with Law. (a) The Company and each Company Subsidiary holds all material authorizations, licenses, permits, certificates, variances, exemptions, approvals, orders, consents, franchises, variances, exemptions registrations and registrations clearances of any Governmental Entity Authority necessary for the Company and each Company Subsidiary to own, lease and operate its properties and assets, and to conduct its business as currently conducted and as currently planned to be conducted (the “Company Permits”) necessary for ), except where the operation of failure to hold the Businesssame has not had, individually or in the aggregate, a Company Material Adverse Effect. The Company and each Company Subsidiary is and since January 1, 2009 has been in compliance with the terms of the Company Permits, and all of the Company Permits are valid and in full force and effect, except where the failure to be in compliance with any Company Permits, or the failure of any Company Permits to be valid or in full force and effect, individually or in the aggregate, would has not reasonably be expected to have had a Company Material Adverse Effect. No To the Knowledge of the Company, no suspension, modification, revocation or cancellation of any of the Company Permits is pendingpending or threatened, except for any such actions that, individually or in the aggregate, would not be reasonably expected to have a Company Material Adverse Effect. (b) Since May 31, 2009, (i) neither Neither the Company nor any Company Subsidiary is or since January 1, 2009 has been in conflict with, default under or violation of, or is being or since January 1, 2009 has been investigated for, or charged by any Governmental Entity Authority with a violation of, any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or was boundaffected, except for any conflicts, defaults, violations, investigations or charges that, individually or in the aggregate, have not had or would not reasonably be expected to have a Company Material Adverse Effect and (ii) no Effect. No investigation or review by any Governmental Entity Authority with respect to the Company or any Company Subsidiary has been is pending or, to the knowledge Knowledge of the Company, threatened, except for such investigations or reviews, the outcomes of which if determined adversely to the Company or any Company Subsidiary, individually or in the aggregate, have not had or would not reasonably be expected to have a Company Material Adverse Effect. (c) To the Knowledge of the Company, neither the Company nor any Company Subsidiary, nor any officer, director, agent, consultant, employee or other Person acting on behalf of the Company or any Company Subsidiary, has, directly or indirectly, given, promised, offered or authorized the same, or paid anything of value to any recipient that was, is or would be prohibited under (i) the Foreign Corrupt Practices Act of 1977, as amended, or any rules or regulations promulgated thereunder and (ii) any other comparable anti corruption and/or anti bribery Laws of any Governmental Authority of any jurisdiction applicable to the Company (whether by virtue of jurisdiction or organization or conduct of business). (d) The books, records and accounts of the Company and to the Knowledge of the Company, the Company Subsidiaries have at all times accurately and fairly reflected, in reasonable detail, the transactions and disposition of their respective funds and assets. Neither To the Knowledge of the Company, there have never been any false or fictitious entries made in the books, records, or accounts of the Company or any Company Subsidiary relating to any illegal payment or secret or unrecorded fund, and neither the Company nor any Company Subsidiary has received any notice established or communication of any material noncompliance with any such Laws that has not been cured as of the date hereofmaintained a secret or unrecorded fund. (ce) None Since December 31, 2008, to the Knowledge of the Company, the Company and the Company Subsidiaries or any have at all times conducted their export and related transactions in all material respects in accordance with (i) all applicable export, re-export, and anti-boycott Laws of their Representatives has directly or indirectly offered, paid or accepted any remuneration or other thing of value that is prohibited by applicable Lawthe United States, including under the Arms Export Control Act (22 U.S.C.A. § 2278), the Export Administration Act (50 U.S.C. App. §§ 2401-2420), the International Traffic in Arms Regulations (22 C.F.R. 120-130), and United States economic sanctions Laws administered by the United States Treasury Department’s Office of Foreign Corrupt Practices Act of 1977. None of the Company, the Company Subsidiaries or any of their Representatives has directly or indirectly made or agreed to make any contribution, gift, bribe, rebate, payoff, influence payment, kickback or similar payment to any Person, including (i) to obtain favorable treatment in securing business, Assets Control and (ii) to pay for favorable treatment for business secured, (iii) to obtain special concessions or pay for special concessions already obtained or (iv) all other applicable import and export control Laws in connection with the approval or regulatory status of the Company Products or the facilities any countries in which the Company Products are manufactured, packaged or stored, or from which the any Company Products are initially distributedSubsidiary conducts business.

Permits; Compliance with Law. (a) The Except as set forth on Schedule 3.06-1 of the Company Disclosure Schedule, the Company and each Company Subsidiary holds is in possession of all material franchises, grants, authorizations, licenses, permits, certificateseasements, variances, exemptions, approvals, orders, consents, franchisescertificates, variances, exemptions approvals and registrations of any Governmental Entity (the “Company Permits”) orders necessary for the operation of the Business. The Company and each Company Subsidiary to own, lease and operate its properties or to carry on its business as it is in compliance with now being conducted (the terms of the "Company Permits"), except where the failure to be in compliance with any Company Permits, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. No suspension, modification, revocation and no suspension or cancellation of any of the Company Permits is pending. (b) Since May 31pending or, 2009to the knowledge of the Company, threatened, except where the failure to have, or the suspension or cancellation of, any of the Company Permits would not, individually or in the aggregate, have a Company Material Adverse Effect. Set forth on Schedule 3.06-2 of the Company Disclosure Schedule is a list of those Company Permits, the loss or suspension of any of which would, individually or in the aggregate, have a Company Material Adverse Effect. Neither the Company nor any Subsidiary is in conflict with or in default or violation of, and at all times since January 1, 2000, has not been in conflict with or in default or violation of, (i) neither the Company nor any Company Subsidiary has been in conflict with, default under or violation of, or has been investigated for, or charged by any Governmental Entity with a violation of, any Law Laws applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or was boundaffected; (ii) any of the Company Permits; or (iii) any promissory note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary or any property or asset of the Company or any Subsidiary is bound or affected, except for any such conflicts, defaults, violations, investigations defaults or charges thatviolations that would not, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and (ii) Effect. Except as set forth on Schedule 3.06-3, no material investigation or review by any Governmental Entity Authority with respect to the Company or any Company Subsidiary has been pending oris pending, or to the knowledge of the Company, threatened, except for nor has any Governmental Authority indicated in writing an intention to conduct such investigations an investigation or reviews, the outcomes of which if determined adversely to the Company or any Company Subsidiary, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereofreview. (c) None of the Company, the Company Subsidiaries or any of their Representatives has directly or indirectly offered, paid or accepted any remuneration or other thing of value that is prohibited by applicable Law, including under the United States Foreign Corrupt Practices Act of 1977. None of the Company, the Company Subsidiaries or any of their Representatives has directly or indirectly made or agreed to make any contribution, gift, bribe, rebate, payoff, influence payment, kickback or similar payment to any Person, including (i) to obtain favorable treatment in securing business, (ii) to pay for favorable treatment for business secured, (iii) to obtain special concessions or pay for special concessions already obtained or (iv) in connection with the approval or regulatory status of the Company Products or the facilities in which the Company Products are manufactured, packaged or stored, or from which the Company Products are initially distributed.

Permits; Compliance with Law. (a) The Company and each Company Subsidiary holds all material Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, approvals, orders, consents, franchises, variancescertifications and clearances that are the subject of Section 4.14 or Section 4.16, exemptions and registrations of any Governmental Entity (which are addressed solely in those sections, the “Company Permits”) necessary for the operation of the Business. The Company and each Company Subsidiary is in compliance with possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for the terms Company and each Company Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is being conducted as of the date hereof (the “Company Permits”), and all such Company Permits are valid and in full force and effect, except where the failure to be in compliance with possession of, or the failure to be valid or in full force and effect of, any of the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. No suspension, modification, revocation or cancellation of any All applications required to have been filed for the renewal of the Company Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all other filings required to have been made with respect to such Company Permits have been duly made on a timely basis with the appropriate Governmental Authority, except in each case for failures to file which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any written claim or notice, nor does the Company have any knowledge, indicating that the Company or any Company Subsidiary is pendingcurrently not in compliance with the terms of any such Company Permits, except where the failure to be in compliance with the terms of any such Company Permits, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Since May 31January 1, 20092010, (i) neither the Company nor any Company Subsidiary is or has been in conflict with, or in default under or violation of, or has been investigated for, or charged by any Governmental Entity with a violation of, (i) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound (except for Laws addressed in Section 4.10, Section 4.11, Section 4.14, Section 4.15 or was boundSection 4.17, which are addressed solely in such sections), or (ii) any Company Permits (except for the Company Permits addressed in Section 4.14 or Section 4.16, which are addressed solely in such sections), except in each case for any such conflicts, defaults, violations, investigations defaults or charges violations that, individually or in the aggregate, would have not reasonably be expected to have a Company Material Adverse Effect had and (ii) no investigation or review by any Governmental Entity with respect to the Company or any Company Subsidiary has been pending or, to the knowledge of the Company, threatened, except for such investigations or reviews, the outcomes of which if determined adversely to the Company or any Company Subsidiary, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereof. (c) None of the Company, the Company Subsidiaries or any of their Representatives has directly or indirectly offered, paid or accepted any remuneration or other thing of value that is prohibited by applicable Law, including under the United States Foreign Corrupt Practices Act of 1977. None of the Company, the Company Subsidiaries or any of their Representatives has directly or indirectly made or agreed to make any contribution, gift, bribe, rebate, payoff, influence payment, kickback or similar payment to any Person, including (i) to obtain favorable treatment in securing business, (ii) to pay for favorable treatment for business secured, (iii) to obtain special concessions or pay for special concessions already obtained or (iv) in connection with the approval or regulatory status of the Company Products or the facilities in which the Company Products are manufactured, packaged or stored, or from which the Company Products are initially distributed.

Permits; Compliance with Law. (a) The Company and each Company Subsidiary holds all material authorizations, permits, certificates, exemptions, approvals, orders, consents, franchises, variances, exemptions exemptions, registrations, licenses and registrations clearances of any Governmental Entity (the “Company Permits”) necessary for the operation of the Business. The Company and each Company Subsidiary is in compliance with the terms of the Company Permits, except where the failure to hold any such Permit would not be material to the Company or to the operation of the Business as conducted as of the date hereof and as of the Closing Date, and is in material compliance with such Permits. All Permits are valid and in full force and effect and no suspension, cancellation or non-renewal of any Permit is pending, or to the Knowledge of the Company, threatened. The Company Permitsis not, individually and since January 1, 2016, has not been, in material violation or material breach of, or material default under, any Permit and since January 1, 2016, the Company has not been notified in writing that any Permit may not in the aggregateordinary course be renewed upon its expiration or that any Permit may be terminated, materially amended or not granted or renewed, in each case, which has not been remedied. No event or condition has occurred or exists which would reasonably be expected to (i) result in a violation of, breach of, loss of a benefit under or revocation, termination or non-renewal of, any Permit (in each case, with or without notice or lapse of time or both) or (ii) have or cause a material and adverse effect on the Company or the operation of the Business as conducted as of the date hereof and as of the Closing Date. (b) Except as would not reasonably be expected to have a be material to the Company Material Adverse Effect. No suspension, modification, revocation or cancellation of any the operation of the Company Permits is pending. (b) Since May 31, 2009Business, (i) neither to the Company nor any Company Subsidiary has been in conflict withKnowledge of the Company, default under no proceeding, investigation or violation of, or has been investigated for, or charged review by any Governmental Entity concerning the Company is pending with respect to a violation of, by the Company of any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company is bound, including, without limitation, violations of operating certificates, certificates of public convenience and necessity, air carrier obligations, airworthiness directives, Aviation Regulations and any other rules, regulations, directives, orders and policies of the FAA, the DOT, the DHS, the FCC, the TSA or any Company Subsidiary is or was bound, except for any conflicts, defaults, violations, investigations or charges that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect other Governmental Entity; and (ii) no investigation or review by the Company has timely filed all material submissions, reports, registrations, schedules, forms, statements and other documents, together with any Governmental Entity amendments required to be made with respect thereto, that were required to the Company or any Company Subsidiary has been pending or, to the knowledge of the Company, threatened, except for such investigations or reviews, the outcomes of which if determined adversely to the Company or any Company Subsidiary, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereoffiled under applicable Aviation Regulations. (c) None To the Knowledge of the Company and Seller, neither the Company nor any of its directors, officers, employees, or agents (in each case acting for the benefit of the Company): (i) has provided, promised, or authorized the Company Subsidiaries or any provision of their Representatives has directly or indirectly offered, paid or accepted any remuneration or other thing of value that is prohibited by applicable Law, including under the United States Foreign Corrupt Practices Act of 1977. None of the Company, the Company Subsidiaries or any of their Representatives has directly or indirectly made or agreed to make any contribution, gift, bribeentertainment or other expenses relating to political activity, rebateor any other money, payoffproperty, influence paymentor thing of value, kickback directly or similar payment indirectly, to any PersonGovernment Official, including or any other Person acting in an official capacity, to influence official action or secure an improper advantage, or to encourage the recipient to breach a duty of good faith or loyalty or the policies of his/her employer, or otherwise violated any Anticorruption Law; (ii) is a Sanctioned Person nor has transacted any business directly or indirectly with any Sanctioned Person in violation of Sanctions, nor otherwise violated Sanctions; nor (iii) has violated any Export Control Laws. (d) The Company has instituted, maintains, and has adhered to policies reasonably designed to comply with applicable Anticorruption Laws. (e) To the Knowledge of the Company and Seller, (i) to obtain favorable treatment in securing businessthere is no pending investigation of or outstanding request for information from the Company by any Governmental Entity regarding Anticorruption Laws, Sanctions, or Export Control Laws, and (ii) there is not pending any other allegation, investigation or inquiry regarding Seller’s actual or possible violation of Anticorruption Laws, Sanctions, or Export Control Laws that reasonably could be expected to pay for favorable treatment for business secured, (iii) to obtain special concessions have an adverse effect on the Company or pay for special concessions already obtained or (iv) in connection with the approval or regulatory status operation of the Company Products or Business as conducted as of the facilities in which date hereof and as of the Company Products are manufactured, packaged or stored, or from which the Company Products are initially distributedClosing Date.

Permits; Compliance with Law. (a) The Company and each Company Subsidiary holds all material Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, approvals, orders, consents, franchises, variancescertifications and clearances that are the subject of Section 4.14 or Section 4.16, exemptions and registrations of any Governmental Entity (which are addressed solely in those Sections, the “Company Permits”) necessary for the operation of the Business. The Company and each Company Subsidiary is in compliance with possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for the terms Company and each Company Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is being conducted as of the date hereof (the “Company Permits”), and all such Company Permits are valid and in full force and effect, except where the failure to be in compliance with possession of, or the failure to be valid or in full force and effect of, any of the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. No suspension, modification, revocation or cancellation of any All applications required to have been filed for the renewal of the Company Permits is pending. (b) Since May 31have been duly filed on a timely basis with the appropriate Governmental Authority, 2009and all other filings required to have been made with respect to such Company Permits have been duly made on a timely basis with the appropriate Governmental Authority, (i) neither except in each case for failures to file which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has been received any claim or notice nor has any knowledge indicating that the Company or any Company Subsidiary is currently not in compliance with the terms of any such Company Permits, except where the failure to be in compliance with the terms of any such Company Permits, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Neither the Company nor any Company Subsidiary is in conflict with, or in default under or violation of, or has been investigated for, or charged by any Governmental Entity with a violation of, of (i) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound (except for Laws that are subject of Section 4.10, Section 4.11, Section 4.14, Section 4.15 or was boundSection 4.17, which are addressed solely in those sections), or (ii) any Company Permits (except for the Company Permits that are subject of Section 4.14 or Section 4.16, which are addressed solely in those sections), except in each case for any such conflicts, defaults, violations, investigations defaults or charges violations that, individually or in the aggregate, would have not reasonably be expected to have a Company Material Adverse Effect had and (ii) no investigation or review by any Governmental Entity with respect to the Company or any Company Subsidiary has been pending or, to the knowledge of the Company, threatened, except for such investigations or reviews, the outcomes of which if determined adversely to the Company or any Company Subsidiary, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Neither Except as have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no investigation, review or proceeding by any Governmental Authority with respect to the Company nor or any Company Subsidiary has received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereof. (c) None of their operations is pending or, to the Company’s knowledge, the Company Subsidiaries or any of their Representatives has directly or indirectly offeredthreatened, paid or accepted any remuneration or other thing of value that is prohibited by applicable Lawand, including under the United States Foreign Corrupt Practices Act of 1977. None of to the Company’s knowledge, no Governmental Authority has indicated an intention to conduct the Company Subsidiaries or any of their Representatives has directly or indirectly made or agreed to make any contribution, gift, bribe, rebate, payoff, influence payment, kickback or similar payment to any Person, including (i) to obtain favorable treatment in securing business, (ii) to pay for favorable treatment for business secured, (iii) to obtain special concessions or pay for special concessions already obtained or (iv) in connection with the approval or regulatory status of the Company Products or the facilities in which the Company Products are manufactured, packaged or stored, or from which the Company Products are initially distributedsame.

Permits; Compliance with Law. (a) The Company and each Company Subsidiary holds all material Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, approvals, orders, consents, franchises, variancescertifications and clearances that are the subject of Section 4.14, exemptions and registrations of any Governmental Entity (which are addressed solely in that Section, the “Company Permits”) necessary for the operation of the Business. The Company and each Company Subsidiary is in compliance with possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for the terms Company and each Company Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is being conducted as of the date hereof (the “Company Permits”), and all such Company Permits are valid and in full force and effect, except where the failure to be in compliance with possession of, or the failure to be valid or in full force and effect of, any of the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. No suspension, modification, revocation or cancellation of any All applications required to have been filed for the renewal of the Company Permits is pending. (b) Since May 31have been duly filed on a timely basis with the appropriate Governmental Authority, 2009and all other filings required to have been made with respect to such Company Permits have been duly made on a timely basis with the appropriate Governmental Authority, (i) neither except in each case for failures to file which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any claim or notice nor has any knowledge indicating that the Company or any Company Subsidiary is currently not in compliance with the terms of any such Company Permits, except where the failure to be in compliance with the terms of any such Company Permits, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Neither the Company nor any Company Subsidiary is or has been in conflict with, or in default under or violation of, or has been investigated for, or charged by any Governmental Entity with a violation of, of (i) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound (except for Laws addressed in Section 4.10, Section 4.11, Section 4.14, Section 4.15 or was boundSection 4.17), or (ii) any Company Permits (except for the Company Permits addressed in Section 4.14), except in each case for any such conflicts, defaults, violations, investigations defaults or charges violations that, individually or in the aggregate, would have not reasonably be expected to have a Company Material Adverse Effect had and (ii) no investigation or review by any Governmental Entity with respect to the Company or any Company Subsidiary has been pending or, to the knowledge of the Company, threatened, except for such investigations or reviews, the outcomes of which if determined adversely to the Company or any Company Subsidiary, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereof. (c) None of the Company, the Company Subsidiaries or any of their Representatives has directly or indirectly offered, paid or accepted any remuneration or other thing of value that is prohibited by applicable Law, including under the United States Foreign Corrupt Practices Act of 1977. None of the Company, the Company Subsidiaries or any of their Representatives has directly or indirectly made or agreed to make any contribution, gift, bribe, rebate, payoff, influence payment, kickback or similar payment to any Person, including (i) to obtain favorable treatment in securing business, (ii) to pay for favorable treatment for business secured, (iii) to obtain special concessions or pay for special concessions already obtained or (iv) in connection with the approval or regulatory status of the Company Products or the facilities in which the Company Products are manufactured, packaged or stored, or from which the Company Products are initially distributed.

Permits; Compliance with Law. (a) The Company and each Company Subsidiary holds all material authorizationslicenses, permits, certificates, variances, exemptions, approvals, orders, consents, franchises, variances, exemptions approvals and registrations of any Governmental Entity required by applicable Law or Order for the Company to own, lease and operate its properties and assets, and to conduct its business as currently conducted (the “Company Permits”), except where the failure to have any Company Permits, individually or in the aggregate, has not had a Company Material Adverse Effect. Section 3.6(a) necessary for the operation of the BusinessCompany Disclosure Schedule contains an accurate and complete list of the Company Permits. The Company is and each Company Subsidiary is since January 1, 2019 has been in compliance with the terms of the Company Permits, and all of the Company Permits are valid and in full force and effect, except where the failure to be in compliance with any Company Permits, or the failure of any Company Permits to be valid or in full force and effect, individually or in the aggregate, would has not reasonably be expected to have had a Company Material Adverse Effect. No suspension, modification, revocation or cancellation of any of the Company Permits is pendingpending or, to the knowledge of the Company, threatened, except for any such actions that, individually or in the aggregate, have not had a Company Material Adverse Effect. (b) Since May 31The Company is not and has not been since January 1, 2009, (i) neither the Company nor any Company Subsidiary has been 2019 in conflict with, default under or violation of, or is not being, or since January 1, 2019 has been not been, investigated for, or charged by any Governmental Entity with a violation of, any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company is bound or any Company Subsidiary is or was boundaffected, except for any conflicts, defaults, violations, investigations or charges that, individually or in the aggregate, would have not reasonably be expected to have had a Company Material Adverse Effect and (ii) no Effect. No investigation or review by any Governmental Entity with respect to the Company or any Company Subsidiary has been is pending or, to the knowledge of the Company, threatened, except for such investigations or reviews, the outcomes of which if determined adversely to the Company or any Company SubsidiaryCompany, individually or in the aggregate, would have not reasonably be expected to have had a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereof. (c) None of the Company, the Company Subsidiaries or any of their Representatives has directly or indirectly offered, paid or accepted any remuneration or other thing of value that is prohibited by applicable Law, including under the United States Foreign Corrupt Practices Act of 1977. None of the Company, the Company Subsidiaries or any of their Representatives has directly or indirectly made or agreed to make any contribution, gift, bribe, rebate, payoff, influence payment, kickback or similar payment to any Person, including (i) to obtain favorable treatment in securing business, (ii) to pay for favorable treatment for business secured, (iii) to obtain special concessions or pay for special concessions already obtained or (iv) in connection with the approval or regulatory status of the Company Products or the facilities in which the Company Products are manufactured, packaged or stored, or from which the Company Products are initially distributed.

Permits; Compliance with Law. (a) The Company and each Company Subsidiary holds all material franchises, grants, authorizations, licenses, permits, certificates, variances, exemptions, approvals, ordersOrders, consentsregistrations, franchises, variances, exemptions easements and registrations clearances of any Governmental Entity or pursuant to any Law necessary for the Company and each Company Subsidiary to own, lease and operate its properties and assets, and to carry on and operate its businesses as currently conducted (the “Company Permits”) necessary for the operation of the Business. The Company and each Company Subsidiary is in compliance with the terms of the Company Permits), except where the failure to comply with, to have, or the suspension or cancellation of, or failure to be valid or in compliance with full force and effect of, any of the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. No suspensionExcept as would not have, modificationindividually or in the aggregate, revocation a Company Material Adverse Effect, all Company Permits are in full force and effect, no default (with or cancellation without notice, lapse of time or both) has occurred under any such Company Permit and none of the Company Permits is pendingor its Subsidiaries has received any written notice from any Governmental Entity threatening to suspend, revoke, withdraw or modify any such Company Permit. (b) Since May 31, 2009, (i) neither Neither the Company nor any Company Subsidiary is, nor since January 1, 2013 has been been, in conflict with, default under or violation of, or has been investigated for, or charged by any Governmental Entity with a violation of, of any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or was boundaffected, except for any conflicts, defaults, violations, investigations defaults or charges violations that, individually or in the aggregate, are not, and would not reasonably be expected to have be, material to the Company and the Company Subsidiaries, taken as a Company Material Adverse Effect and (ii) whole. To the Knowledge of the Company, no investigation or review by any Governmental Entity with respect to the Company or any Company Subsidiary is pending, nor has been pending or, any Governmental Entity indicated to the knowledge of the Company, threatenedCompany an intention to conduct any such investigation, except for such investigations or reviewsinvestigations, the outcomes of which if determined adversely to the Company or any Company Subsidiary, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither be material to the Company nor any and the Company Subsidiary has received any notice or communication of any material noncompliance with any such Laws that has not been cured Subsidiaries, taken as of the date hereofa whole. (c) None Since January 1, 2010, neither the Company nor its Subsidiaries, in connection with the business of the Company or any Company Subsidiary, or, to the Knowledge of the Company, any other Third Party, in each case, acting on behalf of the Company Subsidiaries or any Company Subsidiary, have taken any action in violation of their Representatives has directly or indirectly offered, paid or accepted any remuneration or other thing of value that is prohibited by applicable Law, including under the United States Foreign Corrupt Practices Act of 1977. None , as amended (the “FCPA”), or any other applicable domestic or foreign anti-bribery or anti-corruption related provisions in criminal and anti-competition laws (collectively, “Bribery Legislation”). (d) Since January 1, 2010, neither the Company nor its Subsidiaries have been subject to any actual, pending, or threatened civil, criminal, or administrative actions, suits, demands, claims, hearings, notices of violation, investigations, proceedings, demand letters, settlements, or enforcement actions, or made any voluntary disclosures to any Governmental Entity, involving the CompanyCompany or any Company Subsidiary in any way relating to applicable Bribery Legislation, including the FCPA. (e) Since January 1, 2010, the Company and Company Subsidiaries or have at all times conducted their export and related transactions in all material respects in accordance with United States economic sanctions Laws administered by the Office of Foreign Assets Control and all other applicable import and export control Laws in any of their Representatives has directly or indirectly made or agreed to make any contribution, gift, bribe, rebate, payoff, influence payment, kickback or similar payment to any Person, including (i) to obtain favorable treatment in securing business, (ii) to pay for favorable treatment for business secured, (iii) to obtain special concessions or pay for special concessions already obtained or (iv) in connection with the approval or regulatory status of the Company Products or the facilities countries in which the Company Products are manufactured, packaged or stored, or from which the and Company Products are initially distributedSubsidiaries conduct business.

Permits; Compliance with Law. (a) The Except as set forth in Section 4.6(a) of the Company Disclosure Letter, the Company, Company LP and each Company Subsidiary holds all material authorizations, permits, licenses, certificates, grants, consents, variances, exemptions, approvals, orders, consentsapprovals, franchises, variancescertifications and clearances of all Governmental Authorities, exemptions including building permits and registrations certificates of any Governmental Entity occupancy and property management and brokerage licenses, necessary for the Company, Company LP and each Company Subsidiary to own, lease and, to the extent applicable, operate its properties or to conduct their respective businesses substantially as they are being conducted as of the date hereof, other than the Environmental Permits (such permits, excluding Environmental Permits, the “Company Permits”) necessary for the operation of the Business. The ), and all such Company Permits are valid and each Company Subsidiary is in compliance with the terms of the Company Permitsfull force and effect, except where the failure to hold or be in compliance with possession of, or the failure to be valid or in full force and effect of, any of such Company Permits, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. No suspensionThe Company and each of its Subsidiaries are in compliance with the terms of the Company Permits, modificationexcept where the failure to so comply does not have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All applications required to have been filed for the renewal of Company Permits have been duly filed on a timely basis with the appropriate Governmental Authority, except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, and all other filings required to have been made with respect to such Company Permits have been duly made on a timely basis with the appropriate Governmental Authority, except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company, Company LP nor any Company Subsidiary or any of the respective Representatives has received any written notice indicating, nor, to the Knowledge of the Company, is the Company, Company LP or any Company Subsidiary currently not in compliance in any material respect with the terms of any material Company Permit. Neither the Company, Company LP nor any Company Subsidiary has taken any action that would reasonably be expected to result in the revocation of any Company Permit and, to the Knowledge of the Company, no suspension or cancellation of any of the Company Permits Permit is pending, except in each case as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (b) Since May 31Neither the Company, 2009, (i) neither the Company LP nor any Company Subsidiary is or has been in conflict with, or in default under or violation of, or has been investigated for, or charged by any Governmental Entity with a violation of, of (i) any Law applicable to the Company, Company LP or any Company Subsidiary or by which any property or asset of the Company, Company LP or any Company Subsidiary is bound (except with respect to Laws addressed in Section 4.12, Section 4.16, Section 4.17, or was boundSection 4.18 which are solely addressed in such Sections), except for or (ii) any conflictsCompany Permits, defaultsexcept, violations, investigations or charges that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect case of clauses (i) and (ii) no investigation ), for any such conflicts, defaults or review by any Governmental Entity with respect to the Company or any Company Subsidiary has been pending or, to the knowledge of the Company, threatened, except for such investigations or reviews, the outcomes of which if determined adversely to the Company or any Company Subsidiaryviolations that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Neither Notwithstanding the foregoing, none of the Company, Company LP or any of the Company nor Subsidiaries make any Company Subsidiary has received any notice representation or communication of any material noncompliance with any such Laws that has not been cured as warranty (pursuant to this Section 4.6 or elsewhere in the Agreement) regarding the effect of the date hereofapplicable antitrust, merger control, competition, national security or trade regulation Laws on their respective ability to execute, deliver, or perform their respective obligations under the Agreement or to consummate the Mergers and the other transactions contemplated by this Agreement as a result of the enactment, promulgation, application, or threatened or actual judicial or administrative investigation or litigation under, or enforcement of, any antitrust, merger control, competition, national security or trade regulation Law with respect to the consummation of the Mergers and the other transactions contemplated by this Agreement. (c) None Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, neither the Company, Company LP nor any of the Company Subsidiaries, nor, to the Knowledge of the Company, any director, trustee, officer or employee of the Company, Company Subsidiaries LP or any of their Representatives the Company Subsidiaries, has (i) knowingly used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) unlawfully offered or provided, directly or indirectly offeredindirectly, paid or accepted any remuneration or other thing anything of value to (or received anything of value from) any foreign or domestic government employee or official or any other Person, or (iii) taken any action, directly or indirectly, that is prohibited would constitute a violation in any material respect by applicable Law, including under such Persons of the United States Foreign Corrupt Practices Act of 1977. None , as amended, and the rules and regulations thereunder (the “FCPA”), the United and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“Patriot Act”), Public Law 107-56, as amended, or any directives or requirements of the Company, Office of Foreign Assets Control of the Company Subsidiaries United States Department of Treasury. (d) Notwithstanding this Section 4.6 or any other provision of their Representatives has directly or indirectly made or agreed to make any contributionthis Agreement, gift, bribe, rebate, payoff, influence payment, kickback or similar payment to any Person, including (i) to obtain favorable treatment in securing business, (ii) to pay for favorable treatment for business secured, (iii) to obtain special concessions or pay for special concessions already obtained or (iv) in connection with Section 4.17 contains the approval or regulatory status exclusive representations and warranties of the Company Products or the facilities in which the and Company Products are manufacturedLP with respect to environmental matters, packaged or stored, or from which the Company Products are initially distributedincluding Environmental Permits.

Permits; Compliance with Law. (a) Section 3.6.1 The Company and each Company Subsidiary holds all material authorizations, licenses, permits, certificates, variances, exemptions, approvals, orders, consents, franchises, variances, exemptions registrations and registrations clearances of any Governmental Entity necessary for the Company and each Company Subsidiary to own, lease and operate its properties and assets, and to carry on and operate its businesses as currently conducted (the “Company Permits”), except where the failure to have any Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Section 3.6.1(a) necessary for the operation of the BusinessCompany Disclosure Schedule contains a true and complete list of all material Company Permits. The Except as set forth in Section 3.6.1(b) of the Company Disclosure Schedule, the Company and each Company Subsidiary is in compliance with the terms of the Company Permits, and all of the Company Permits are valid and in full force and effect, except where the failure to be in compliance with any Company Permits, or the failure of any Company Permits to be valid or in full force and effect, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. No suspension, modification, revocation or cancellation of any of the Company Permits is pendingpending or, to the knowledge of the Company, threatened, nor do reasonable grounds exist for any such action. (b) Since May 31Section 3.6.2 Except as set forth on Section 3.6.2 of the Company Disclosure Schedule, 2009, (i) neither the Company nor any Company Subsidiary is or since January 1, 2006 has been in conflict with, default under or violation of, or is being or since January 1, 2006 has been investigated for, or charged by any Governmental Entity with a violation of, any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or was boundaffected, except for any conflicts, defaults, violations, investigations or charges that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect and (ii) no Effect. No investigation or review by any Governmental Entity with respect to the Company or any Company Subsidiary has been is pending or, to the knowledge of the Company’s knowledge, threatened, nor has any Governmental Entity indicated an intention to conduct any such investigation or review, except for such investigations or reviews, the outcomes of which which, if determined adversely to the Company or any Company Subsidiary, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereof. (c) None of the Company, the Company Subsidiaries or any of their Representatives has directly or indirectly offered, paid or accepted any remuneration or other thing of value that is prohibited by applicable Law, including under the United States Foreign Corrupt Practices Act of 1977. None of the Company, the Company Subsidiaries or any of their Representatives has directly or indirectly made or agreed to make any contribution, gift, bribe, rebate, payoff, influence payment, kickback or similar payment to any Person, including (i) to obtain favorable treatment in securing business, (ii) to pay for favorable treatment for business secured, (iii) to obtain special concessions or pay for special concessions already obtained or (iv) in connection with the approval or regulatory status of the Company Products or the facilities in which the Company Products are manufactured, packaged or stored, or from which the Company Products are initially distributed.

Permits; Compliance with Law. To the Knowledge of the Seller: (a) The Company and each Company Subsidiary Each of the eLong Group Companies holds all material franchises, grants, authorizations, licenses, permits, certificates, variances, exemptions, approvals, ordersOrders, consentsregistrations, franchises, variances, exemptions easements and registrations clearances of any Governmental Entity Authority or pursuant to any Law necessary for such eLong Group Company to own, lease and operate its properties and assets, and to carry on and operate its businesses as currently conducted (the “Company eLong Permits”) necessary for the operation of the Business. The Company and each Company Subsidiary is in compliance with the terms of the Company Permits), except where the failure to comply with, to have, or the suspension or cancellation of, or failure to be valid or in compliance with full force and effect of, any Company of the eLong Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. No suspensionExcept as would not have, modificationindividually or in the aggregate, revocation a Material Adverse Effect, all eLong Permits are in full force and effect, no default (with or cancellation without notice, lapse of time or both) has occurred under any such eLong Permit and none of the Company Permits is pendingeLong Group Companies has received any written notice from any Governmental Authority threatening to suspend, revoke, withdraw or modify any such eLong Permit. (b) Since May 31, 2009, (i) neither None of the Company eLong Group Companies is, nor any Company Subsidiary has been been, in conflict with, default under or violation of, or has been investigated for, or charged by any Governmental Entity with a violation of, of any Law applicable to the Company or any Company Subsidiary eLong Group Companies or by which any property or asset of the such eLong Group Company is bound or any Company Subsidiary is or was boundaffected, except for any conflicts, defaults, violations, investigations defaults or charges violations that, individually or in the aggregate, are not, and would not reasonably be expected to have be, material to the eLong Group Companies, taken as a Company Material Adverse Effect and whole; (ii) no investigation or review by any Governmental Entity Authority with respect to the any eLong Group Company or is pending, nor has any Company Subsidiary has been pending or, Governmental Authority indicated to the knowledge of the Company, threatenedeLong an intention to conduct any such investigation, except for such investigations or reviewsinvestigations, the outcomes of which if determined adversely to the Company or any Company SubsidiaryeLong Group Company, individually or in the aggregate, have not had and would not reasonably be expected to have be material to the eLong Group Companies, taken as a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereofwhole. (c) None Except as otherwise disclosed in the eLong SEC Reports (excluding disclosures of the Company, the Company Subsidiaries or risks included in any of their Representatives has directly or indirectly offered, paid or accepted any remuneration forward-looking statement disclaimers or other thing statements that are similarly non-specific and are predictive and forward-looking in nature): (i) no eLong Group Company nor, any agent, representative, director, officer or employee of value any such Person acting on behalf of such Person, has taken any action that is prohibited has or would reasonably be expected to result in, or has been the subject of any investigation, inquiry or enforcement proceedings by any Governmental Authority regarding, any violation of any applicable LawLaws relating to anti-bribery, anti-corruption, anti-money laundering, unlawful political contributions or gifts, corrupt practices, record keeping and internal control Laws and similar measures (“Anti-Corruption Laws”), including under to the United States extent applicable the U.S. Foreign Corrupt Practices Act of 1977. None of and the Company, the Company Subsidiaries or any of their Representatives has directly or indirectly made or agreed to make any contribution, gift, bribe, rebate, payoff, influence payment, kickback or similar payment to any Person, including (i) to obtain favorable treatment in securing business, PRC Anti-Corruption Laws; (ii) each such Person has implemented adequate procedures to pay for favorable treatment for business securedensure compliance by each director, officer or employee of such Person with applicable Anti-Corruption Laws, and has instituted and maintained reasonable policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith and (iii) to obtain special concessions no direct equity holder, officer or pay director of any eLong Group Company is a candidate for special concessions already obtained or (iv) in connection with the approval or regulatory status of the Company Products or the facilities in which the Company Products are manufactured, packaged or storedpolitical office, or from which the Company Products are initially distributedan employee or officer of any government, or of any political party.

Permits; Compliance with Law. (a) The Company and each Company Subsidiary holds all material authorizations, permits, certificates, exemptions, approvals, orders, consents, franchises, variances, exemptions and registrations of any Governmental Entity (the “Company Permits”) necessary for the operation Each of the Business. The Company and each Company Subsidiary is in compliance possession of all authorizations, licenses, permits, certificates, registrations, approvals and clearances of any Governmental Entity, and has made all filings, applications and registrations with any Governmental Entity (including any authorizations required under the terms Federal Food, Drug and Cosmetic Act of 1938, as amended (the “FDCA”) and any regulations of the U.S. Food and Drug Administration (the “FDA”) promulgated thereunder) necessary for the Company and each Company Subsidiary to own, lease and/or operate its properties or other assets, or to carry on its respective businesses substantially in the manner described in the Company SEC Filings filed prior to the date hereof and substantially as it is being conducted as of the date hereof, including, but not limited to, the testing, manufacturing, storing, packaging, labeling and distributing of any product of the Company or any Company Subsidiary (the “Company Permits”), and all such Company Permits are valid, and in full force and effect, except where the failure to have, or the suspension or cancellation of, or failure to be valid or in compliance with full force and effect of, any of the Company Permits, or the failure to have made such filings, applications and/or registrations, would not, individually or in the aggregate, would not (x) reasonably be expected to prevent or materially delay consummation of the Merger or any other transactions contemplated by this Agreement or (y) have a Company Material Adverse Effect. No suspension, modification, revocation or cancellation of any of the Company Permits is pending. (b) Since May 31, 2009, (i) neither Neither the Company nor any Company Subsidiary has been is in conflict with, or in default under or violation of, or has been investigated for, or charged by (A) in any Governmental Entity with a violation ofmaterial respect, any Law applicable to the Company or any Company Subsidiary or by which any material property or asset of the Company or any Company Subsidiary is bound or was boundaffected or (B) any Company Permits, except except, with respect to clause (B) for any such conflicts, defaults, violations, investigations defaults or charges thatviolations that would not, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and (iix) no investigation prevent or review by any Governmental Entity with respect to materially delay consummation of the Company Merger or any Company Subsidiary has been pending or, to the knowledge of the Company, threatened, except for such investigations other transactions contemplated by this Agreement or reviews, the outcomes of which if determined adversely to the Company or any Company Subsidiary, individually or in the aggregate, would not reasonably be expected to (y) have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has has, within the last three years, received any notice or communication of any material noncompliance with any such Laws that has not been cured as of written or, to the date hereof. (c) None knowledge of the Company, oral warning, notice, notice of violation or probable violation, notice of revocation, or other communication from or on behalf of any Governmental Entity, alleging (A) any violation of any Company Permit, or (B) that the Company Subsidiaries or any of their Representatives has directly or indirectly offered, paid or accepted Company Subsidiary requires any remuneration or other thing of value Company Permit for its business as currently conducted that is prohibited not currently held by applicable Lawit, including under except for any such communications received after the United States Foreign Corrupt Practices Act date hereof and promptly disclosed to Parent, none of 1977which could, individually or in the aggregate, have a Company Material Adverse Effect. None No investigation or inquiry by any Governmental Entity with respect to the Company or any Company Subsidiary is pending, or, to the knowledge of the Company, threatened, with respect to any alleged or claimed violation of Law applicable to the Company Subsidiaries or any of their Representatives has directly Company Subsidiary or indirectly made by which any material property or agreed to make any contribution, gift, bribe, rebate, payoff, influence payment, kickback or similar payment to any Person, including (i) to obtain favorable treatment in securing business, (ii) to pay for favorable treatment for business secured, (iii) to obtain special concessions or pay for special concessions already obtained or (iv) in connection with the approval or regulatory status asset of the Company Products or any Company Subsidiary is bound or affected, except for any such investigation or inquiry commenced after the facilities date hereof and promptly disclosed to Parent, none of which could, individually or in which the aggregate, have a Company Products are manufactured, packaged or stored, or from which the Company Products are initially distributedMaterial Adverse Effect.

Permits; Compliance with Law. (a) The Each of the Company and each Company Subsidiary holds all material authorizations, licenses, permits, certificates, filings, consents, variances, exemptions, waivers, approvals, orders, consentsregistrations, franchises, variances, exemptions qualifications and registrations clearances of any Governmental Entity necessary for the Company and each Company Subsidiary to own, lease and operate its properties and assets, and to carry on and operate its businesses in all material respects as currently conducted (the “Company Permits”) necessary for the operation ). Each of the Business. The Company and each Company Subsidiary is is, and has for the past five years been, in compliance with the terms of the Company PermitsPermits in all material respects, except where and all of the failure to be Company Permits are valid and in compliance with any Company Permitsfull force and effect in all material respects. As of the date of this Agreement, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. No no material suspension, modification, revocation or cancellation of any of the Company Permits is pendingpending or, to the Knowledge of the Company, threatened, nor will consummation of the Merger cause any such action. (b) Since May 31, 2009, (i) neither Neither the Company nor any Company Subsidiary is in, or has been in any continuing Liability as a result of any, conflict or noncompliance with, default under or violation of, or has been any continuing or unresolved Liabilities in connection with, or is being or has been, since January 1, 2015, investigated for, or charged by any Governmental Entity with a an alleged violation ofof or noncompliance with, any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or was boundaffected. No Action or, except for any conflictsto the Company’s Knowledge, defaultsinvestigation, violations, investigations or charges that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and (ii) no investigation or review by any Governmental Entity with respect to the Company or any Company Subsidiary has been is pending or, to the knowledge Knowledge of the Company, threatened, except for such investigations nor has any Governmental Entity indicated publicly or reviews, the outcomes of which if determined adversely to the Company or any Company Subsidiary, individually or in the aggregate, would not reasonably be expected an intention to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any notice or communication of any material noncompliance with conduct any such Laws that has not been cured as of the date hereofAction or investigation. (c) None of the Company, the Company Subsidiaries or any of their Representatives respective directors, officers, executives, or employees, and none of the agents or representatives acting on behalf of the Company in their capacity as such (i) has used any corporate funds, directly or indirectly offeredindirectly, paid or accepted for any remuneration illegal contributions, gifts, entertainment or other thing unlawful expenses relating to political activity, (ii) has used any corporate funds, directly or indirectly, for any unlawful payments or gifts of value that cash or anything of value, or to confer any unlawful economic benefit to any foreign or domestic government or public international organization officials or employees, political party officials, candidates for political office, or immediate family members of the foregoing, or any other Person, (iii) has violated, is prohibited by applicable Lawviolating, including under or operated in noncompliance with any provision of the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act of 2010 or any other applicable anticorruption Laws, (iv) has established or maintained any unlawful fund of corporate monies or other properties or assets, (v) has directly or indirectly made, authorized, offered or promised any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment or transfer of any nature to any Person or (vi) has directly or indirectly violated, is violating, or operated in noncompliance with any anti-bribery law, anti-money laundering law, anti-terrorism law or regulation, anti-boycott regulations or embargo regulations. The Company and the Company Subsidiaries implement and enforce policies and procedures designed to ensure compliance with applicable Laws concerning bribery, corruption and money laundering. (d) There are, and since January 1, 2013 have been, no Actions or, to the Knowledge of the Company, investigations, pending or, to the Knowledge of the Company, threatened, of any nature seeking to impose, or that are reasonably likely to result in the imposition, on the Company or any of the Company Subsidiaries of any Liability arising under or relating to any Environmental Law or Company Permit relating to the environment, health or safety matters, or in connection with any Hazardous Substance. Neither the Company nor any Company Subsidiary is, or since January 1, 2013 has been, subject to any continuing or unresolved material Liabilities in connection with, any agreement, Order settlement, letter or memorandum by or with any Governmental Entity or third party imposing any Liability under any Environmental Law or Company Permit relating to the environment, health or safety matters, or in connection with any Hazardous Substance. (e) Since January 1, 2015, each of the Company and each Company Subsidiary has at all times complied in all material respects with (i) applicable U.S. Export and Import Laws and (ii) applicable Foreign Export and Import Laws, and neither the Company nor any Company Subsidiary has made a voluntary disclosure with respect to any violation of any U.S. Export and Import Laws or Foreign Export and Import Laws. Without limiting the foregoing: (i) each of the Company and each Company Subsidiary has obtained or invoked, and is in compliance in all material respects with, all material export licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications, license exceptions and filings with any Governmental Entity required under U.S. Export and Import Laws and Foreign Export and Import Laws for (A) the export, import and re-export of products, services, Software and technologies and (B) releases of technologies and Software to foreign nationals located in and outside the United States and abroad (collectively, “Export Approvals”), (ii) there are no Actions or, to the Knowledge of the Company, investigations, pending or, to the Knowledge of the Company, threatened against the Company or any Company Subsidiary with respect to U.S. Export and Import Laws or Foreign Export and Import Laws, (iii) there are no Actions, conditions, circumstances or, to the Knowledge of the Company, investigations pertaining to the Company’s or any Company Subsidiary’s export or import transactions that have given rise to any material claims, and (iv) no Export Approvals for the transfer of products, services, Software or technologies and no authorization to transfer existing Export Approvals to Parent or the Surviving Corporation are required. There are no Actions or, to the Knowledge of the Company, investigations pending or, to the Knowledge of the Company, threatened against the Company or any Company Subsidiary with respect to actual or alleged violations of any Export Approvals. (f) None of the Company, the Company Subsidiaries or any of their Representatives respective directors, officers, executives, employees, and none of the agents or representatives acting on behalf of the Company in their capacity as such (i) is listed on a State Sanctions List; (ii) is, or is owned or controlled by, a Sanctioned Person; (iii) has conducted or is conducting any business, transactions, or other activities directly or indirectly made with or agreed to make for the benefit of any contributionSanctioned Person or with, giftfor the benefit of, bribe, rebate, payoff, influence payment, kickback or similar payment to in any Person, including (i) to obtain favorable treatment in securing business, (ii) to pay for favorable treatment for business secured, (iii) to obtain special concessions or pay for special concessions already obtained Sanctioned Country; or (iv) is or has been in connection violation of any Sanctions, and neither the Company nor any Company Subsidiary has made a voluntary disclosure with respect to any violation of Sanctions. There are no Actions or, to the approval or regulatory status Knowledge of the Company Products or Company, investigations, pending or, to the facilities in which Knowledge of the Company, threatened, against the Company Products are manufactured, packaged or stored, any Company Subsidiary with respect to actual or from which the Company Products are initially distributedalleged violations of any Sanctions.

Permits; Compliance with Law. (a) The Each of the Company and each the Company Subsidiary holds Subsidiaries is in possession of all material franchises, grants, authorizations, licenses, permits, certificateseasements, exemptionsvariances, approvals, ordersexceptions, consents, franchisescertificates, variances, exemptions approvals and registrations orders of any Governmental Entity necessary for the Company or any Company Subsidiary to own, lease and operate its properties or to carry on its business as it is now being conducted (collectively, the “Company Permits”) necessary ), except for such Company Permits which are not material to the operation conduct of the Business. The Company and each Company Subsidiary is in compliance with the terms business of the Company Permitsor any of the Company Subsidiaries. As of the date of this Agreement, except where the failure to be in compliance with any Company Permits, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. No suspension, modification, revocation no suspension or cancellation of any of the Company Permits is pending. (b) pending or, to the knowledge of the Company, threatened. Since May 31January 1, 20092005, (i) neither the Company nor any Company Subsidiary has been in conflict with, or in default under or violation of, or has been investigated for, or charged by any Governmental Entity with a violation of, (i) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is or was boundmay be bound or affected, (ii) any Company Permits or (iii) any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, contract (including any Company Material Contract), agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiaries or any property or asset of the Company or any Company Subsidiary is bound or affected, except for any such conflicts, defaults, violations, investigations defaults or charges violations that, individually or in the aggregate, would have not resulted and could not reasonably be expected to have result in a Company Material Adverse Effect and (ii) no investigation on the Company. No investigation, review or review inquiry by any Governmental Entity with respect to the Company or any of the Company Subsidiary has been Subsidiaries or their respective businesses is pending or, to the knowledge of the Company, threatened. None of the Company or any Company Subsidiary has received written or oral (or otherwise has any knowledge of any) notice since January 1, except for such investigations 2005, of any violation or reviews, the outcomes of which if determined adversely noncompliance with any Law applicable to the Company or any Company Subsidiary, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Neither directing the Company nor or any Company Subsidiary has received to take any notice remedial action with respect to such applicable Law or communication of any otherwise, and no material noncompliance with any such Laws that has not been cured as deficiencies of the date hereof. (c) None Company or any Company Subsidiary have been asserted to the Company or any Company Subsidiary in writing or, to the knowledge of the Company, the Company Subsidiaries or orally, by any of their Representatives has directly or indirectly offered, paid or accepted any remuneration or other thing of value that is prohibited by applicable Law, including under the United States Foreign Corrupt Practices Act of 1977. None of the Company, the Company Subsidiaries or any of their Representatives has directly or indirectly made or agreed to make any contribution, gift, bribe, rebate, payoff, influence payment, kickback or similar payment to any Person, including (i) to obtain favorable treatment in securing business, (ii) to pay for favorable treatment for business secured, (iii) to obtain special concessions or pay for special concessions already obtained or (iv) in connection with the approval or regulatory status of the Company Products or the facilities in which the Company Products are manufactured, packaged or stored, or from which the Company Products are initially distributedGovernmental Entity.

Permits; Compliance with Law. (a) The Company and each Company Subsidiary holds all material authorizations, licenses, permits, certificates, variances, exemptions, approvals, orders, consents, franchises, variances, exemptions registrations and registrations clearances of any Governmental Entity necessary for the Company and each Company Subsidiary to own, lease and operate its properties and assets, and to carry on and operate its businesses as currently conducted (the “Company Permits”) necessary for ), except where the operation of failure to have any Company Permits, individually or in the Businessaggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company and each Company Subsidiary is in and since June 30, 2009 has been in compliance with the terms of the Company Permits, and all of the Company Permits are valid and in full force and effect, except where the failure to be in compliance with any Company Permits, or the failure of any Company Permits to be valid or in full force and effect, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. To the knowledge of the Company, no suspension, modification, revocation or cancellation of any of the Company Permits is pending or threatened, except for any such actions that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. No suspension, modification, revocation or cancellation of any of the Company Permits is pending. (b) Since May 31, 2009, (i) neither Neither the Company nor any Company Subsidiary is or since June 30, 2009 has been in conflict with, default under or violation of, or is being or since June 30, 2009 has been investigated for, or charged by any Governmental Entity with a violation of, any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or was boundaffected, except for any conflicts, defaults, violations, investigations violations or charges that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect and (ii) no Effect. No investigation or review by any Governmental Entity with respect to the Company or any Company Subsidiary has been pending oris, to the knowledge of the Company, pending or threatened, except for such investigations or reviews, the outcomes of which if determined adversely to the Company or any Company Subsidiarywhich, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereof. (c) None of the Company, the Company Subsidiaries or any of their Representatives has directly or indirectly offered, paid or accepted any remuneration or other thing of value that is prohibited by applicable Law, including under the United States Foreign Corrupt Practices Act of 1977. None of the Company, the Company Subsidiaries or any of their Representatives has directly or indirectly made or agreed to make any contribution, gift, bribe, rebate, payoff, influence payment, kickback or similar payment to any Person, including (i) to obtain favorable treatment in securing business, (ii) to pay for favorable treatment for business secured, (iii) to obtain special concessions or pay for special concessions already obtained or (iv) in connection with the approval or regulatory status of the Company Products or the facilities in which the Company Products are manufactured, packaged or stored, or from which the Company Products are initially distributed.

Permits; Compliance with Law. (a) The Each of the Company and each the Company Subsidiary holds all material authorizations, licenses, permits, certificates, variances, exemptions, approvals, orders, consents, franchises, variances, exemptions registrations and registrations clearances of any Governmental Entity necessary for the Company and the Company Subsidiary to own, lease and operate their respective properties and assets, and to carry on and operate their respective businesses as currently conducted (the “Company Permits”). Section 3.6(a) necessary for the operation of the BusinessCompany Disclosure Schedule contains a true and complete list of the Company Permits. The Each of the Company and each the Company Subsidiary is in and since November 14, 2007 has been in compliance in all material respects with the terms of the Company Permits, except where and all of the failure to be Company Permits are valid and in compliance with any Company Permits, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effectfull force and effect. No suspension, modification, revocation or cancellation of any of the Company Permits is pendingpending or, to the knowledge of the Company, threatened. (b) Since May 31, 2009, (i) neither Neither the Company nor any the Company Subsidiary is or since November 14, 2007 has been in conflict with, default under or violation of, or is being or since November 14, 2007 has been investigated for, or charged by any Governmental Entity with a violation of, any Law applicable to the Company or any the Company Subsidiary or by which any property or asset of the Company or any the Company Subsidiary is bound or was boundaffected, except for any conflicts, defaults, violations, investigations or charges that, individually or in the aggregate, would not reasonably be expected to have a any Adverse Consequences on the Company Material Adverse Effect and (ii) no or the Company Subsidiary. No investigation or review by any Governmental Entity with respect to the Company or any the Company Subsidiary has been is pending or, to the knowledge of the Company, threatenedthreatened in writing, nor has any Governmental Entity indicated an intention in writing to conduct any such investigation or review, except for such investigations or reviews, the outcomes of which if determined adversely to the Company or any the Company Subsidiary, individually or in the aggregate, would not reasonably be expected material to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereofCompany. (c) None Neither the Company nor the Company Subsidiary has, since November 14, 2007, received any written notice from a customer, supplier, employee or any third party alleging that it is not in compliance with any Law applicable to the Company or the Company Subsidiary (including, without limitation, applicable Laws and regulations of the Company, the Company Subsidiaries or any of their Representatives has directly or indirectly offered, paid or accepted any remuneration or other thing of value that is prohibited by applicable Law, including under the United States Foreign Corrupt Practices Act of 1977. None of the Company, the Company Subsidiaries or any of their Representatives has directly or indirectly made or agreed to make any contribution, gift, bribe, rebate, payoff, influence payment, kickback or similar payment to any Person, including (i) to obtain favorable treatment in securing business, (ii) to pay for favorable treatment for business secured, (iii) to obtain special concessions or pay for special concessions already obtained or (iv) in connection with the approval or regulatory status of the Company Products or the facilities in which the Company Products are manufactured, packaged or stored, or from which the Company Products are initially distributedU.S. Food and Drug Administration).

Permits; Compliance with Law. (a) The Company and each Company Subsidiary holds all material authorizations, licenses, permits, certificates, variances, exemptions, approvals, orders, consents, franchises, variances, exemptions registrations and registrations clearances of any Governmental Entity necessary for the Company and each Company Subsidiary to own, lease and operate its properties and assets, and to carry on and operate its businesses as currently conducted (the “Company Permits”) necessary for the operation of the Business). The Company and each Company Subsidiary is in and since June 30, 2012 has been in compliance with the terms of the Company Permits, except and all of the Company Permits are valid and in full force and effect, except, in each case, where the failure to comply, to have, or the suspension or cancellation of, or failure to be valid or in compliance with full force and effect of, any of the Company PermitsPermits has not and would not reasonably be expected to, individually or in the aggregate, would not reasonably be expected to materially impair the operation of the business of the Company and the Company Subsidiaries (taken as a whole) as presently conducted or otherwise have a Company Material Adverse Effect. No suspension, modificationmodification (except for any modification that would not reasonably be expected to materially and adversely impact the operations of the Company and the Company Subsidiaries as currently conducted), revocation or cancellation of any of the material Company Permits is pendingpending or, to the Knowledge of the Company, threatened, nor, to the Knowledge of the Company as of the date hereof, do reasonable grounds exist for any such action. (b) Since May 31, 2009, Except for Laws with respect to matters that are the subject of Section 3.18: (i) neither the Company nor any Company Subsidiary is, or since March 31, 2008 has been been, in conflict with, default under or violation of, or has been investigated for, or charged by any Governmental Entity with a violation of, any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or was boundaffected, except for any conflictsconflict, defaultsdefault, violations, investigations violation or charges thatthat has not had and would not reasonably be expected to have, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect Effect, and (ii) no neither the Company nor any Company Subsidiary is, or since March 31, 2008 has been, the subject of an investigation or review review, or, to the Knowledge of the Company, any threatened investigation or review, by any Governmental Entity with respect to the Company or any Company Subsidiary has been pending or, to the knowledge of the Company, threatenedSubsidiary, except for such investigations investigation or reviewsreview that, the outcomes of which if determined adversely to the Company or any Company Subsidiary, would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) Neither the Company nor any Company Subsidiary, or any of their respective directors, officers, employees or representatives (solely in their capacities as such), since March 31, 2008 (i) has violated any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected that would result, or would reasonably be expected to result, in the imposition of a criminal sentence, criminal penalty or criminal fine or other criminal liability with respect to the Company, any Company Subsidiary or any of their respective directors, officers or employees (solely in their capacities as such) (any such Law, a “Criminal Law”); or (ii) has been charged by any Governmental Entity with any such violation of any Criminal Law, except, in each case, for any such violation or charge that has not resulted, or would not reasonably be expected to have result, in a Criminal Penalty. To the Knowledge of the Company, as of the date hereof, there are no other such violations or charges (for the avoidance of doubt, without regard to whether such violation or charge would result in a Criminal Penalty) with respect to the Company, any Company Material Adverse EffectSubsidiary or any of their respective directors, officers or employees (solely in their capacities as such). Neither To the Knowledge of the Company, neither the Company nor any Company Subsidiary has received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereof. (c) None of the CompanySubsidiary, the Company Subsidiaries or any of their Representatives respective directors, officers, employees or representatives (solely in their capacities as such), is or since March 31, 2008 has directly been, the subject of an investigation (including any request for information or indirectly offered, paid subpoena request with respect thereto) regarding the actual or accepted potential violation of any remuneration or other thing of value that is prohibited by applicable Criminal Law, including under the United States Foreign Corrupt Practices Act of 1977. None of the Companynor has any such investigation been threatened in writing, by any Governmental Entity with respect to the Company Subsidiaries or any Company Subsidiary, or any of their Representatives has directly respective directors, officers or indirectly made or agreed employees (solely in their capacities as such), where such investigation, if determined adversely to make the Company, any contribution, gift, bribe, rebate, payoff, influence payment, kickback or similar payment to any Person, including (i) to obtain favorable treatment in securing business, (ii) to pay for favorable treatment for business secured, (iii) to obtain special concessions or pay for special concessions already obtained or (iv) in connection with the approval or regulatory status of the Company Products or the facilities in which the Company Products are manufactured, packaged or storedSubsidiary, or from which any of their respective directors, officers or employees (solely in their capacities as such), would reasonably be expected to result in the imposition of a criminal sentence, criminal penalty or criminal fine, or other criminal liability with respect to the Company, any Company Products are initially distributedSubsidiary or any of their respective directors, officers or employees (solely in their capacities as such).

Permits; Compliance with Law. (a) The Company and each Company Subsidiary holds all material authorizations, licenses, permits, certificates, variances, exemptions, approvals, orders, consents, franchises, variances, exemptions registrations and registrations clearances of any Governmental Entity Authority necessary for the Company and each Company Subsidiary to own, lease and operate its properties and assets, and to conduct its business as currently conducted and as currently planned to be conducted (the “Company Permits”) necessary for ), except where the operation of failure to hold the Businesssame has not had, individually or in the aggregate, a Company Material Adverse Effect. The Company and each Company Subsidiary is and since June 27, 2010 has been in compliance with the terms of the Company Permits, and all of the Company Permits are valid and in full force and effect, except where the failure to be in compliance with any Company Permits, or the failure of any Company Permits to be valid or in full force and effect, individually or in the aggregate, would has not reasonably be expected to have had a Company Material Adverse Effect. No To the Knowledge of the Company, no suspension, modification, revocation or cancellation of any of the Company Permits is pendingpending or threatened, except for any such actions that, individually or in the aggregate, would not be reasonably expected to have a Company Material Adverse Effect. (b) Since May 31, 2009, (i) neither Neither the Company nor any Company Subsidiary is or since June 24, 2012 has been in conflict with, default under or violation of, or is being or since June 24, 2012 has been investigated for, or charged by any Governmental Entity Authority with a violation of, any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or was boundaffected, except for any conflicts, defaults, violations, investigations or charges that, individually or in the aggregate, have not had or would not reasonably be expected to have a Company Material Adverse Effect and (ii) no Effect. No investigation or review by any Governmental Entity Authority with respect to the Company or any Company Subsidiary has been is pending or, to the knowledge Knowledge of the Company, threatened, except for such investigations or reviews, the outcomes of which if determined adversely to the Company or any Company Subsidiary, individually or in the aggregate, have not had or would not reasonably be expected to have a Company Material Adverse Effect. (c) To the Knowledge of the Company, neither the Company nor any Company Subsidiary, nor any officer, director, agent, consultant, employee or other Person acting on behalf of the Company or any Company Subsidiary, has, directly or indirectly, given, promised, offered or authorized the same, or paid anything of value to any recipient that was, is or would be prohibited under (i) the Foreign Corrupt Practices Act of 1977, as amended, or any rules or regulations promulgated thereunder and (ii) any other comparable anti-corruption and/or anti-bribery Laws of any Governmental Authority of any jurisdiction applicable to the Company (whether by virtue of jurisdiction or organization or conduct of business). (d) The books, records and accounts of the Company and to the Knowledge of the Company, the Company Subsidiaries have at all times accurately and fairly reflected, in reasonable detail, the transactions and disposition of their respective funds and assets. Neither To the Knowledge of the Company, there have never been any false or fictitious entries made in the books, records, or accounts of the Company or any Company Subsidiary relating to any illegal payment or secret or unrecorded fund, and neither the Company nor any Company Subsidiary has received any notice established or communication of any material noncompliance with any such Laws that has not been cured as of the date hereofmaintained a secret or unrecorded fund. (ce) None Since June 24, 2012, to the Knowledge of the Company, the Company and the Company Subsidiaries or any have at all times conducted their export and related transactions in all material respects in accordance with (i) all applicable export, re-export, and anti-boycott Laws of their Representatives has directly or indirectly offered, paid or accepted any remuneration or other thing of value that is prohibited by applicable Lawthe United States, including under the Arms Export Control Act (22 U.S.C.A. § 2278), the Export Administration Act (50 U.S.C. App. §§ 2401–2420), the International Traffic in Arms Regulations (22 C.F.R. 120–130), and United States economic sanctions Laws administered by the United States Treasury Department’s Office of Foreign Corrupt Practices Act of 1977. None of the CompanyAssets Control, the Company Subsidiaries or any of their Representatives has directly or indirectly made or agreed to make any contribution, gift, bribe, rebate, payoff, influence payment, kickback or similar payment to any Person, including (i) to obtain favorable treatment in securing business, and (ii) to pay for favorable treatment for business secured, (iii) to obtain special concessions or pay for special concessions already obtained or (iv) all other applicable import and export control Laws in connection with the approval or regulatory status of the Company Products or the facilities any countries in which the Company Products are manufactured, packaged or stored, or from which the any Company Products are initially distributedSubsidiary conducts business.

Permits; Compliance with Law. (a) The Company and each Company Subsidiary holds all material Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, approvals, orders, consents, franchises, variancescertifications and clearances that are the subject of Section 4.16 or Section 4.17, exemptions and registrations of any Governmental Entity (the “Company Permits”) necessary for the operation of the Business. The which are addressed solely in those Sections, Company and each Company Subsidiary is in compliance with possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority, necessary for Company and each Company Subsidiary to own, lease and, to the terms extent applicable, operate its properties and assets or to carry on and operate its respective business substantially as it is being conducted as of the date hereof (the “Company Permits”), except failure to be in possession of any Company Permits as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such Company Permits are valid and in full force and effect, except where the failure to be valid or in compliance with full force and effect of any of the Company Permits, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. No suspension, modification, revocation or cancellation of any of the Company Permits is pending. (b) Since May 31, 2009, (i) neither the Neither Company nor any Company Subsidiary has been in conflict with, default under received any written claim or violation of, or has been investigated for, or charged by any Governmental Entity with a violation of, any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the written notice indicating that Company or any Company Subsidiary is currently not in compliance with the terms of any such Company Permits, or was boundthat suspension or cancellation of any Company Permits is pending threatened in writing, and no such suspension or cancellation will result from the transactions contemplated by this Agreement, except for where the failure to be in compliance with the terms of any conflicts, defaults, violations, investigations or charges thatsuch Company Permits, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and Effect. (iib) no investigation Neither Company nor any Company Subsidiary is in conflict with, or review by in default or violation of (i) any Governmental Entity with respect Law applicable to the Company or any Company Subsidiary has been pending or, to the knowledge or by which any property or asset of the Company, threatened, except for such investigations or reviews, the outcomes of which if determined adversely to the Company or any Company SubsidiarySubsidiary is bound (except for conflicts, defaults and violations of Laws that are addressed in Section 4.15, Section 4.16, or Section 4.17), or (ii) any Company Permits (except for the Company Permits addressed in Section 4.16 or Section 4.17), except in each case for any such conflicts, defaults or violations that have been cured without any material future liability to Company or any Company Subsidiaries, or, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Neither the No Action by any Governmental Authority with respect to Company nor or any Company Subsidiary or their operations is pending or threatened in writing, and, to the Knowledge of Company, no Governmental Authority has received any notice or communication of any material noncompliance with any such Laws that has not been cured as of indicated an intention to conduct the date hereofsame. (c) None of the Company, any Company Subsidiary, any director or officer of Company or of any Company Subsidiary or, to the Knowledge of Company, any employee or agent of Company Subsidiaries or of any Company Subsidiary, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) unlawfully offered or provided, directly or indirectly, anything of value to (or received anything of value from) any foreign or domestic government employee or official or any of their Representatives has other Person, or (iii) taken any action, directly or indirectly offeredindirectly, paid or accepted any remuneration or other thing that would constitute a violation of value that is prohibited by applicable Law, including under the United States Foreign Corrupt Practices Act of 1977. , as amended. (d) None of Company, any Company Subsidiary, any director or officer of Company or of any Company Subsidiary or, to the Knowledge of Company, any employee or agent of Company or of any Company Subsidiary is a person on the list of “Specially Designated Nationals and Blocked Persons” or subject to prohibitions or restrictions under any U.S. executive order imposing sanctions measures or any regulation administered by the U.S. Department of Treasury’s Office of Foreign Assets Control. Each of Company, Company LP, the Company Subsidiaries, the directors and officers of Company and of any Company Subsidiary and, to the Knowledge of Company, the employee and agents of Company Subsidiaries or of any of their Representatives has directly or indirectly made or agreed to make any contribution, gift, bribe, rebate, payoff, influence payment, kickback or similar payment to any Person, including (i) to obtain favorable treatment Company Subsidiary is in securing business, (ii) to pay for favorable treatment for business secured, (iii) to obtain special concessions or pay for special concessions already obtained or (iv) in connection material compliance with the approval or regulatory status PATRIOT Act, U.S. executive orders imposing sanctions measures, and regulations administered by the U.S. Department of the Company Products or the facilities in which the Company Products are manufactured, packaged or stored, or from which the Company Products are initially distributedTreasury’s Office of Foreign Assets Control.

Permits; Compliance with Law. (a) The Company and each Company Subsidiary holds Each of the Acquired Companies is in possession of all material authorizations, licenses, permits, certificates, exemptions, approvals, orders, consents, franchises, variances, exemptions approvals and registrations of any Governmental Entity clearances (the “Company Permits”) of any Governmental Entity necessary for the operation of Acquired Companies to own, lease and operate their respective properties or to carry on their respective businesses substantially in the Business. The Company and each Company Subsidiary is in compliance with the terms of the Company Permitsmanner currently conducted, except where for those Company Permits the failure to be in compliance with any Company Permits, individually or in the aggregate, absence of which would not reasonably be expected to have a Company Material Adverse Effect, and all such Company Permits are valid, and in full force and effect. No suspension, modification, revocation or cancellation of any Neither of the Company Permits Acquired Companies is pending. (b) Since May 31, 2009, (i) neither the Company nor any Company Subsidiary has been in conflict with, nor in default under or violation of, or has been investigated for, or charged by any Governmental Entity with a violation of, (A) any Law applicable to either of the Company or any Company Subsidiary Acquired Companies or by which any property or asset of either of the Company Acquired Companies is bound or affected or (B) any Company Subsidiary is or was bound, Permits except for any conflicts, defaults, violations, investigations or charges thatviolations that have not had and would not reasonably be expected to have, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect Effect. Each of the Acquired Companies is, and has been, in compliance with all applicable Laws, except for noncompliance, defaults or violations not material to the Acquired Company. (ii1) no investigation Neither of the Acquired Companies has received any notice or review by other communication from any Governmental Entity regarding any actual or possible violation of, or failure to comply with, any Law and (2) no event has occurred or circumstance exists that (with respect or without notice or lapse of time) to the Company knowledge of the Acquired Companies (AA) may constitute or result in a violation by either of the Acquired Companies of, or a failure on the part of either of the Acquired Companies to comply with, any Law or (BB) may give rise to any obligation on the part of either of the Acquired Companies to undertake, or to bear all or any Company Subsidiary has been pending orportion of the cost of, any remedial action of any nature. Neither of the Acquired Companies nor, to the knowledge of the CompanyAcquired Companies, threatenedany director, except officer, agent or employee thereof has (x) used any funds for such investigations or reviewsunlawful contributions, the outcomes of which if determined adversely to the Company or any Company Subsidiarygifts, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereof. (c) None of the Company, the Company Subsidiaries or any of their Representatives has directly or indirectly offered, paid or accepted any remuneration entertainment or other thing of value that is prohibited by applicable Lawunlawful expenses relating to political activity, including under the United States Foreign Corrupt Practices Act of 1977. None of the Company, the Company Subsidiaries or (y) made any of their Representatives has directly or indirectly made or agreed to make any contribution, gift, bribe, rebate, payoff, influence payment, kickback or similar unlawful payment to any Person, including (i) foreign or domestic government officials or employees or to obtain favorable treatment in securing business, (ii) to pay for favorable treatment for business secured, (iii) to obtain special concessions foreign or pay for special concessions already obtained domestic political parties or campaigns or (ivz) in connection with the approval or regulatory status made any other unlawful payment. Table of the Company Products or the facilities in which the Company Products are manufactured, packaged or stored, or from which the Company Products are initially distributed.Contents

Permits; Compliance with Law. (a) The Company and each Company Subsidiary holds all material authorizations, licenses, permits, certificates, variances, exemptions, approvals, orders, consents, franchises, variances, exemptions registrations and registrations clearances of any Governmental Entity Authority necessary for the Company and each Company Subsidiary to own, lease and operate its properties and assets, and to conduct its business as currently conducted and as currently planned to be conducted (the “Company Permits”) necessary for the operation of the Business). The Company and each Company Subsidiary is and since January 1, 2012 (or as for those Company Subsidiaries that were not Company Subsidiaries on January 1, 2012, since such time as they have been Company Subsidiaries) has been in compliance with the terms of the Company Permits, except where and all of the failure to be Company Permits are valid and in compliance with any Company Permitsfull force and effect. To the Knowledge of the Company, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. No no suspension, modification, revocation or cancellation of any of the Company Permits is pendingpending or threatened. (b) Since May 31Neither the Company nor any Company Subsidiary, 2009nor any officer, director, employee, or, to the Knowledge of the Company, any entity listed on Section 3.6(b) of the Company Disclosure Schedule or any Person acting on behalf of the Company, any Company Subsidiary or any entity listed on Section 3.6(b) of the Company Disclosure Schedule, has: (i) violated the U.S. Foreign Corrupt Practices Act of 1977, as amended, or any rules or regulations promulgated thereunder, any other comparable anti-corruption and/or anti-bribery Laws of any other jurisdiction (collectively, “Anti-corruption Laws”); or (ii) offered, given, promised, or authorized the giving of anything of value, directly or indirectly, to or from any Person, including any Public Official for the purpose of: (A) improperly influencing any act or decision of such Person or Public Official in his or her official capacity, (B) inducing such Person or Public Official to do or omit to do any act in violation of a lawful duty, (C) securing any improper advantage, or (D) inducing such Person or Public Official to use his or her influence with a Governmental Authority to affect or influence any act or decision of such Governmental Authority, in each case in order to assist the Company or the Company Subsidiary in obtaining or retaining business for or with, or directing business to, any Person. The Company and its Subsidiaries have instituted an anti-corruption compliance program reasonably designed to ensure compliance with Anti-corruption Laws. (c) The books, records and accounts of the Company and to the Knowledge of the Company, the Company Subsidiaries since such time as they have been Company Subsidiaries have at all times accurately and fairly reflected, in reasonable detail, the transactions and disposition of their respective funds and assets. To the Knowledge of the Company, there have never been any false or fictitious entries made in the books, records, or accounts of the Company or any Company Subsidiary relating to any illegal payment or secret or unrecorded fund, and neither the Company nor any Company Subsidiary has been in conflict withestablished or maintained a secret or unrecorded fund. Table of Contents (d) Neither the Company nor any Company Subsidiary, default under or violation ofnor any officer, or has been investigated fordirector, or charged by any Governmental Entity with a violation ofemployee, or, to the Knowledge of the Company, any Law applicable to entity listed on Section 3.6(b) of the Company Disclosure Schedule or any Person acting on behalf of the Company, any Company Subsidiary or by which any property or asset entity listed on Section 3.6(b) of the Company or Disclosure Schedule, is a Sanctioned Person. The Company and the Company Subsidiaries are, and to the Knowledge of the Company, any entity listed on Section 3.6(b) of the Company Subsidiary is or was boundDisclosure Schedule is, except for and, in each case, have been since January 1, 2012, in compliance with applicable Sanctions, Export Control Laws, and AML Laws and are not knowingly engaged in any conflicts, defaults, violations, investigations or charges that, individually or in the aggregate, activity that would not reasonably be expected to have a Company Material Adverse Effect and (ii) no investigation or review by any Governmental Entity with respect to result in the Company or Company, any Company Subsidiary has been pending or, to the knowledge or any entity listed on Section 3.6(b) of the Company, threatened, except for such investigations or reviews, the outcomes of which if determined adversely to the Company or any Company Subsidiary, individually or in the aggregate, would not reasonably be expected to have Disclosure Schedule being designated as a Company Material Adverse EffectSanctioned Person. Neither the Company nor any Company Subsidiary has received any notice or communication of any material noncompliance with any such Laws that has not been cured as of Subsidiary, nor to the date hereof. (c) None Knowledge of the Company, any entity listed on Section 3.6(b) of the Company Subsidiaries or Disclosure Schedule, nor any of their Representatives has directly or indirectly offeredrespective Representatives, paid or accepted any remuneration or other thing of value that is prohibited by applicable Law, including under the United States Foreign Corrupt Practices Act of 1977. None when acting on behalf of the Company, any Company Subsidiary, or to the Knowledge of the Company, any entity listed on Section 3.6(b) of the Company Subsidiaries or any of their Representatives has directly or indirectly made or agreed to make any contributionDisclosure Schedule, gift, bribe, rebate, payoff, influence payment, kickback or similar payment to any Person, including (i) to obtain favorable treatment has engaged in securing businessany transactions or dealings, directly or indirectly, with any Sanctioned Person or in any Sanctioned Country, (ii) has conducted or initiated any internal investigation or made a voluntary, directed, or involuntary disclosure to pay for favorable treatment for business securedany governmental entity or similar agency regarding any alleged act or omission arising under or relating to any non-compliance with any Sanctions, Export Control Laws, or AML Laws, or (iii) to obtain special concessions is, or pay has been, the subject of any current, pending or threatened investigation, inquiry or enforcement proceedings for special concessions already obtained any potential violation of Sanctions, Export Control Laws, or AML Laws, or (iv) has received any notice, request, citation or other communication (in connection with the approval writing or regulatory status of the Company Products or the facilities in which the Company Products are manufacturedotherwise) regarding any actual, packaged or storedalleged, or from which the Company Products are initially distributedpotential violation of, or failure to comply with Sanctions, Export Control Laws, or AML Laws.

Permits; Compliance with Law. (a) The Company Parties and each Company Subsidiary holds all material authorizations, permits, licenses, certificates, grants, consents, variances, exemptions, approvals, orders, consentsapprovals, franchises, variancescertifications and clearances of all Governmental Authorities, exemptions including building permits and registrations certificates of any Governmental Entity occupancy, necessary for the Company Parties and each Company Subsidiary to (i) own, lease and, to the extent applicable, operate its properties or to conduct their respective businesses substantially as they are being conducted as of the date hereof and (ii) permit the lawful use and operation of the Company Properties substantially as they are being conducted as of the date hereof (such permits, the “Company Permits”) necessary for ), and all such Company Permits are valid and in full force and effect, except, in each case, where the operation failure to hold or be in possession of, or the failure to be valid or in full force and effect of, any of such Company Permits, individually or in the Businessaggregate, would not reasonably be expected to result in a Material Adverse Effect. The Company and each Company Subsidiary is of its Subsidiaries are in compliance with the terms of the Company Permits, except where the failure to so comply does not have and would not reasonably be in compliance with any Company Permitsexpected to result in, individually or in the aggregate, a Material Adverse Effect. All applications required to have been filed for the renewal of Company Permits have been duly filed on a timely basis with the appropriate Governmental Authority, except where the failure to do so would not not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, and all other filings required to have been made with respect to such Company Permits have been duly made on a timely basis with the appropriate Governmental Authority, except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company Parties nor any Company Subsidiary or any of their respective Representatives has received any written notice indicating, nor, to the Knowledge of the Company, is any Company Party or any Company Subsidiary currently not in compliance in any material respect with the terms of any material Company Permit. No suspension, modification, Company Party nor any Company Subsidiary has taken any action that would reasonably be expected to result in the revocation of any Company Permit and no suspension or cancellation of any Company Permit is pending, or, to the Knowledge of the Company Permits is pendingCompany, threatened in writing, except, in each case, as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. (b) Since May 31No Company Party nor any Company Subsidiary is, 2009or has been, in conflict with, or in default or violation of, (i) neither the Company nor any Company Subsidiary has been in conflict with, default under or violation of, or has been investigated for, or charged by any Governmental Entity with a violation of, any Law applicable to the Company Parties or any Company Subsidiary or by which any property or asset of the Company Parties or any Company Subsidiary is or was bound, except or (ii) any Company Permits, except, in the case of clauses (i) and (ii), for any such conflicts, defaults, violations, investigations defaults or charges violations that, individually or in the aggregate, would not reasonably be expected to have result in a Company Material Adverse Effect Effect. (c) To the Knowledge of the Company, no Company Party nor any of the Company Subsidiaries, nor any director, trustee, officer or employee of the Company Parties or any of the Company Subsidiaries, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) unlawfully offered or provided, directly or indirectly, anything of value to (or received anything of value from) any foreign or domestic government employee or official or any other Person or (iii) taken any action, directly or indirectly, that would constitute a violation in any material respect by such Persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder, the United and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56, as amended, or any directives or requirements of the Office of Foreign Assets Control of the United States Department of Treasury. (d) Each of the Company Parties and any Company Subsidiaries which holds or has been issued any consent, finding of suitability, license, permit, approval, waiver or other authorization from any Gaming Authority or under any Gaming Laws (the “Company Licensed Parties”) and each of (i) their respective directors, managers, officers, key employees and Persons performing management functions similar to directors, managers, officers or key employees and (ii) no investigation their equity holders who may have been required to be licensed and found suitable under applicable Gaming Laws (collectively, the Persons described in clauses (i) and (ii), the “Company Related Parties”), hold all material consents, findings of suitability, licenses, permits, approvals, waivers or review by other authorizations from any Governmental Entity Gaming Authority or under any Gaming Laws necessary to comply with respect to all applicable Gaming Laws in the jurisdictions in which the Company Licensed Parties currently own and lease real estate to a casino operator (the “Company Related Party Permits”) and are in material compliance with the terms of the Company Related Party Permits. Section 4.6(d) of the Company Disclosure Letter identifies (A) all of the Company Related Party Permits held by the Company Parties or any Company Subsidiary has been pending Subsidiaries, (B) the holder of each such Company Related Party Permit, and (C) the expiration date for each such Company Related Party Permit. (e) No Company Licensed Party or, to the knowledge Company Licensed Parties’ knowledge, Company Related Parties, has received any written claim, demand, notice, complaint, court order or administrative order from any Gaming Authority relating to any violation or possible violation of any Gaming Laws that did or would be reasonably likely to result in a negative outcome to any finding of suitability or related proceedings currently pending, or any application or proceeding for the Gaming Approvals necessary for the consummation of the Company, threatenedMergers and the other transactions contemplated by this Agreement, except for where such investigations or reviews, the outcomes of which if determined adversely to the Company or any Company Subsidiary, individually or in the aggregate, negative outcome would not reasonably be expected to have either (x) result in a Company Material Adverse Effect, or (y) prevent or delay the ability of Company and the Company Parties to consummate the Mergers and the other transactions contemplated by this Agreement. No Company Licensed Party or, to the Company Licensed Parties’ knowledge, Company Related Parties, has received notice of any proceeding or review by any Governmental Authority under any Gaming Law with respect to any Company Licensed Party or, to the Company Licensed Parties’ knowledge, any other Company Related Party that would reasonably be expected to result in a negative outcome to any finding of suitability or related proceedings currently pending, or any application or proceeding for the Gaming Approvals necessary for the consummation of the Mergers and the other transactions contemplated by this Agreement. To the Company Licensed Parties’ knowledge, with respect to the Company Licensed Parties and the Company Related Parties only, there are no facts, which, if known to the Gaming Authorities, will or would reasonably be expected to (i) result in the denial, revocation, limitation or suspension of any Company Related Party Permit currently held under the Gaming Laws, or (ii) result in a negative outcome to any finding of suitability or related proceedings currently pending, or any application or proceeding for the Gaming Approvals necessary for the consummation of the Mergers and the other transactions contemplated by this Agreement, except, in the case of clauses (i) and (ii), where such denial, revocation, limitation or suspension or negative outcome would not reasonably be expected to either (x) result in a Material Adverse Effect or (y) prevent or delay beyond the Outside Date the ability of the Company Licensed Parties to consummate the Mergers and the other transactions contemplated by this Agreement. Neither the Company Licensed Parties nor any Company Subsidiary Related Party has received any notice suffered a suspension or communication revocation of any material noncompliance with any such Laws that has not been cured as consents, findings of the date hereof. (c) None of the Companysuitability, the Company Subsidiaries or any of their Representatives has directly or indirectly offeredlicenses, paid or accepted any remuneration permits, approvals, waivers or other thing of value that is prohibited by applicable Law, including authorizations from any Gaming Authority or under any Gaming Laws necessary to conduct the United States Foreign Corrupt Practices Act of 1977. None of the Company, the Company Subsidiaries or any of their Representatives has directly or indirectly made or agreed to make any contribution, gift, bribe, rebate, payoff, influence payment, kickback or similar payment to any Person, including (i) to obtain favorable treatment in securing business, (ii) to pay for favorable treatment for business secured, (iii) to obtain special concessions or pay for special concessions already obtained or (iv) in connection with the approval or regulatory status and operations of the Company Products or Licensed Parties in each of the facilities jurisdictions in which the Company Products are manufactured, packaged Licensed Parties own or stored, or from which the Company Products are initially distributedoperate gaming facilities.

Permits; Compliance with Law. (a) The Each of the Company and each the Company Subsidiary holds Subsidiaries is in possession of all material franchises, grants, authorizations, licenses, permits, certificateseasements, exemptionsvariances, approvals, ordersexceptions, consents, franchisescertificates, variances, exemptions approvals and registrations orders of any Governmental Entity (the “Company Permits”) necessary for the operation Company or any Company Subsidiary to own, lease and operate its properties or to carry on its business as it is now being conducted (collectively, the "Company Permits"), except for such Company Permits which are not material to the conduct of the Business. The Company and each Company Subsidiary is in compliance with the terms business of the Company Permitsor any of the Company Subsidiaries. As of the date of this Agreement, except where the failure to be in compliance with any Company Permits, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. No suspension, modification, revocation no suspension or cancellation of any of the Company Permits is pending. (b) pending or, to the knowledge of the Company, threatened. Since May 31January 1, 20092005, (i) neither the Company nor any Company Subsidiary has been in conflict with, or in default under or violation of, or has been investigated for, or charged by any Governmental Entity with a violation of, (i) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is or was boundmay be bound or affected, (ii) any Company Permits or (iii) any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, contract (including any Company Material Contract), agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiaries or any property or asset of the Company or any Company Subsidiary is bound or affected, except for any such conflicts, defaults, violations, investigations defaults or charges violations that, individually or in the aggregate, would have not resulted and could not reasonably be expected to have result in a Company Material Adverse Effect and (ii) no investigation on the Company. No investigation, review or review inquiry by any Governmental Entity with respect to the Company or any of the Company Subsidiary has been Subsidiaries or their respective businesses is pending or, to the knowledge of the Company, threatened. None of the Company or any Company Subsidiary has received written or oral (or otherwise has any knowledge of any) notice since January 1, except for such investigations 2005, of any violation or reviews, the outcomes of which if determined adversely noncompliance with any Law applicable to the Company or any Company Subsidiary, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Neither directing the Company nor or any Company Subsidiary has received to take any notice remedial action with respect to such applicable Law or communication of any otherwise, and no material noncompliance with any such Laws that has not been cured as deficiencies of the date hereof. (c) None Company or any Company Subsidiary have been asserted to the Company or any Company Subsidiary in writing or, to the knowledge of the Company, the Company Subsidiaries or orally, by any of their Representatives has directly or indirectly offered, paid or accepted any remuneration or other thing of value that is prohibited by applicable Law, including under the United States Foreign Corrupt Practices Act of 1977. None of the Company, the Company Subsidiaries or any of their Representatives has directly or indirectly made or agreed to make any contribution, gift, bribe, rebate, payoff, influence payment, kickback or similar payment to any Person, including (i) to obtain favorable treatment in securing business, (ii) to pay for favorable treatment for business secured, (iii) to obtain special concessions or pay for special concessions already obtained or (iv) in connection with the approval or regulatory status of the Company Products or the facilities in which the Company Products are manufactured, packaged or stored, or from which the Company Products are initially distributedGovernmental Entity.

Permits; Compliance with Law. (a) The Except as set forth in Section 3.6 of the Company and Disclosure Schedule, each of the Company, each Company Subsidiary holds Subsidiary, each Material Company P.C. and, to the Company's knowledge, each other Company P.C. is in possession of all material authorizations, licenses, permits, certificates, exemptions, approvals, orders, consents, franchises, variances, exemptions approvals and registrations clearances of any Governmental Entity (the “Company Permits”) necessary for the operation of the Business. The Company, each Company Subsidiary and each Company Subsidiary P.C. to own, lease and operate its properties or to carry on its respective businesses substantially as it is in compliance with the terms being conducted as of the Company Permitsdate hereof, except where the failure to be in compliance with any Company Permitssuch non-possession would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (the "Company Permits"), and all such Company Permits are valid, and in full force and effect. Section 3.6 of the Company Disclosure Schedule sets forth all Company Permits issued or granted to the Company or any Company Subsidiary that are necessary for the operation or conduct of the Company's business. None of the Company, any Company Subsidiary, any Material Company P.C. or, to the Company's knowledge, any other Company P.C. is or, since January 1, 2001, has been in conflict with, or in default or violation of, (x) any Law applicable to the Company, any Company Subsidiary or any Company P.C. or by which any property or asset of the Company, any Company Subsidiary or any Company P.C. is bound or affected or (y) any Company Permits, except for any such conflicts, defaults or violations that would not not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. No suspension, modification, revocation or cancellation of any Except as set forth in Section 3.6 of the Company Permits Disclosure Schedule, no Company Permit is pendingsubject to termination as a result of the execution of this Agreement or the consummation of the transactions contemplated hereby. (b) Since May 31, 2009, (i) neither the Company nor any Company Subsidiary has been Section 3.6.1 Except as set forth in conflict with, default under or violation of, or has been investigated for, or charged by any Governmental Entity with a violation of, any Law applicable to the Company or any Company Subsidiary or by which any property or asset Section 3.6.1 of the Company or Disclosure Schedule, as of the date hereof, the Company has received no written notice of any Company Subsidiary is or was bound, except for any conflicts, defaults, violations, investigations or charges that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and (ii) no investigation or review by any Governmental Entity with respect to the Company or any Company Subsidiary has been pending ornor, to the knowledge of the Company, is any such investigation pending or threatened. Except as set forth in Section 3.6.1 of the Company Disclosure Schedule, except as of the date hereof, none of the Company, any Company Subsidiary, any Material Company P.C. or, to the Company's knowledge, any other Company P.C. is subject to any judgment, consent decree, compliance order or administrative order with respect to any law or has received any written request for information, notice, demand letter, administrative inquiry or formal or informal complaint or claim with respect to any environmental or health and safety matter or the enforcement of any such investigations or reviews, the outcomes law. Section 3.6.2 None of which if determined adversely to the Company or any Company Subsidiaries is required to make filings under any insurance holding company or similar state statute, or to be licensed or authorized as an insurance holding company in any jurisdiction in order to conduct its business as presently conducted. Except as set forth in Section 3.6.2 of the Company Disclosure Schedule, none of the Company, any Company Subsidiary, any Material Company P.C. or, to the Company's knowledge, any other Company P.C. has received any written notification from any Governmental Entity to the effect that any permit from such Governmental Entity is needed to be obtained by it in order to conduct its business which has not been duly obtained. Section 3.6.3 Except as set forth in Section 3.6.3 of the Company Disclosure Schedule, as of the date hereof, the Company has no knowledge of any legislation, rule or regulation which shall either (i) have been proposed and be in its reasonable judgment reasonably likely to be adopted in any of the states in which it presently conducts operations, in the foreseeable future, or (ii) have been adopted in any of the states in which it presently conducts operations in either case that would be, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereof. (c) None of the Company, the Company Subsidiaries or any of their Representatives has directly or indirectly offered, paid or accepted any remuneration or other thing of value that is prohibited by applicable Law, including under the United States Foreign Corrupt Practices Act of 1977. None of the Company, the Company Subsidiaries or any of their Representatives has directly or indirectly made or agreed to make any contribution, gift, bribe, rebate, payoff, influence payment, kickback or similar payment to any Person, including (i) to obtain favorable treatment in securing business, (ii) to pay for favorable treatment for business secured, (iii) to obtain special concessions or pay for special concessions already obtained or (iv) in connection with the approval or regulatory status of the Company Products or the facilities in which the Company Products are manufactured, packaged or stored, or from which the Company Products are initially distributed.

Permits; Compliance with Law. (a) The Section 4.5(a) of the Company Disclosure Letter sets forth a true, correct and complete list of all material authorizations, licenses, Permits, certificates, registrations, approvals and clearances of any Governmental Entity (excluding Environmental Permits which are treated exclusively in Section 4.11) that are necessary for the Company and each Company Subsidiary holds all material authorizationsto own, permitslease and/or operate its properties or other assets, certificates, exemptions, approvals, orders, consents, franchises, variances, exemptions and registrations or to carry on its respective businesses substantially as they are being conducted as of any Governmental Entity the date hereof (the “Company Permits”) necessary for the operation of the Business). The Company and each Company Subsidiary is in compliance with the terms of the Company Permits, except where the failure to be in compliance with any Company Permits, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. No suspension, modification, revocation or cancellation of any All of the Company Permits is pendinghave been issued to the Company or a Company Subsidiary and are in full force and effect, and, to the Knowledge of the Company, there are no reasonable grounds to believe that any such Company Permit shall not be renewed upon expiration. (b) Since May 31, 2009Except as set forth in Section 4.5(b) of the Company Disclosure Letter, (i) no Company Permit has been revoked or suspended within the preceding three years, (ii) neither the Company nor any Company Subsidiary has been involved in conflict witha Proceeding or, default under to the Knowledge of the Company, investigation, whether formal or violation ofinformal, to revoke, suspend, limit or restrict any Company Permit within the preceding three years, (iii) neither the Company nor any Company Subsidiary has been investigated for, or charged notified in writing by any Governmental Entity with a violation ofor other Person that there is cause to revoke, suspend, limit or restrict any Law applicable Company Permit, and neither the Company nor any Company Subsidiary has been notified orally by any Governmental Entity or other Person that there is cause to revoke, suspend, limit or restrict any Company Permit that is material to the Company and the Company Subsidiaries, taken as a whole, and (iv) to the Knowledge of the Company, no such revocation, suspension, limitation or restriction is threatened by any Governmental Entity, except, with respect to clauses (i) through (iv), for (A) matters related to Taxes which are treated exclusively in Section 4.13, (B) matters related to Environmental Laws or Hazardous Substances which are treated exclusively in Section 4.11 and (C) matters related to Company Benefit Plans which are treated exclusively in Section 4.8. (c) Except as disclosed on Section 4.5(c) of the Company Disclosure Letter, and except with respect to Environmental Laws, which are covered in Section 4.11, Taxes, which are covered by Section 4.13, and Company Benefit Plans, which are covered by Section 4.8, (i) each of the Company and the Company Subsidiaries have been during the three-year period prior to the date hereof in compliance in all material respects with all Laws applicable to their respective operations, (ii) neither the Company nor any Company Subsidiary has, during the three-year period prior to the date hereof, received any notice of or by which been charged with the violation of any property or asset Laws with respect to the business, assets, Facilities and/or Real Property of the Company or any Company Subsidiary is or was bound, except for any conflicts, defaults, violations, investigations or charges that, individually or in the aggregate, would which has not reasonably be expected to have a Company Material Adverse Effect been resolved; and (iiiii) no neither the Company nor any Company Subsidiary has, during the three-year period prior to the date hereof, received notice that it is under investigation or review by any Governmental Entity with respect to the violation of any Laws with respect to the business, assets, Facilities and/or Real Property of the Company or any Company Subsidiary has been pending or, to the knowledge of the Company, threatened, except for such investigations or reviews, the outcomes of which if determined adversely to the Company or any Company Subsidiary, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereofresolved. (c) None of the Company, the Company Subsidiaries or any of their Representatives has directly or indirectly offered, paid or accepted any remuneration or other thing of value that is prohibited by applicable Law, including under the United States Foreign Corrupt Practices Act of 1977. None of the Company, the Company Subsidiaries or any of their Representatives has directly or indirectly made or agreed to make any contribution, gift, bribe, rebate, payoff, influence payment, kickback or similar payment to any Person, including (i) to obtain favorable treatment in securing business, (ii) to pay for favorable treatment for business secured, (iii) to obtain special concessions or pay for special concessions already obtained or (iv) in connection with the approval or regulatory status of the Company Products or the facilities in which the Company Products are manufactured, packaged or stored, or from which the Company Products are initially distributed.

Permits; Compliance with Law. (a) The Company and each Company Subsidiary holds all material authorizations, permits, certificates, exemptions, approvals, orders, consents, franchises, variances, exemptions and registrations of any Governmental Entity (the “Company Permits”) necessary for the operation Each of the Business. The Company and each Company Subsidiary is in compliance possession of all authorizations, licenses, permits, certificates, registrations, approvals and clearances of any Governmental Entity, and has made all filings, applications and registrations with any Governmental Entity (including any authorizations required under the terms Federal Food, Drug and Cosmetic Act of 1938, as amended (the "FDCA") and any regulations of the U.S. Food and Drug Administration (the "FDA") promulgated thereunder) necessary for the Company and each Company Subsidiary to own, lease and/or operate its properties or other assets, or to carry on its respective businesses substantially in the manner described in the Company SEC Filings filed prior to the date hereof and substantially as it is being conducted as of the date hereof, including, but not limited to, the testing, manufacturing, storing, packaging, labeling and distributing of any product of the Company or any Company Subsidiary (the "Company Permits"), and all such Company Permits are valid, and in full force and effect, except where the failure to have, or the suspension or cancellation of, or failure to be valid or in compliance with full force and effect of, any of the Company Permits, or the failure to have made such filings, applications and/or registrations, would not, individually or in the aggregate, would not (x) reasonably be expected to prevent or materially delay consummation of the Merger or any other transactions contemplated by this Agreement or (y) have a Company Material Adverse Effect. No suspension, modification, revocation or cancellation of any of the Company Permits is pending. (b) Since May 31, 2009, (i) neither Neither the Company nor any Company Subsidiary has been is in conflict with, or in default under or violation of, or has been investigated for, or charged by (A) in any Governmental Entity with a violation ofmaterial respect, any Law applicable to the Company or any Company Subsidiary or by which any material property or asset of the Company or any Company Subsidiary is bound or was boundaffected or (B) any Company Permits, except except, with respect to clause (B) for any such conflicts, defaults, violations, investigations defaults or charges thatviolations that would not, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and (iix) no investigation prevent or review by any Governmental Entity with respect to materially delay consummation of the Company Merger or any Company Subsidiary has been pending or, to the knowledge of the Company, threatened, except for such investigations other transactions contemplated by this Agreement or reviews, the outcomes of which if determined adversely to the Company or any Company Subsidiary, individually or in the aggregate, would not reasonably be expected to (y) have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has has, within the last three years, received any notice or communication of any material noncompliance with any such Laws that has not been cured as of written or, to the date hereof. (c) None knowledge of the Company, oral warning, notice, notice of violation or probable violation, notice of revocation, or other communication from or on behalf of any Governmental Entity, alleging (A) any violation of any Company Permit, or (B) that the Company Subsidiaries or any of their Representatives has directly or indirectly offered, paid or accepted Company Subsidiary requires any remuneration or other thing of value Company Permit for its business as currently conducted that is prohibited not currently held by applicable Lawit, including under except for any such communications received after the United States Foreign Corrupt Practices Act date hereof and promptly disclosed to Parent, none of 1977which could, individually or in the aggregate, have a Company Material Adverse Effect. None No investigation or inquiry by any Governmental Entity with respect to the Company or any Company Subsidiary is pending, or, to the knowledge of the Company, threatened, with respect to any alleged or claimed violation of Law applicable to the Company Subsidiaries or any of their Representatives has directly Company Subsidiary or indirectly made by which any material property or agreed to make any contribution, gift, bribe, rebate, payoff, influence payment, kickback or similar payment to any Person, including (i) to obtain favorable treatment in securing business, (ii) to pay for favorable treatment for business secured, (iii) to obtain special concessions or pay for special concessions already obtained or (iv) in connection with the approval or regulatory status asset of the Company Products or any Company Subsidiary is bound or affected, except for any such investigation or inquiry commenced after the facilities date hereof and promptly disclosed to Parent, none of which could, individually or in which the aggregate, have a Company Products are manufactured, packaged or stored, or from which the Company Products are initially distributedMaterial Adverse Effect.

Permits; Compliance with Law. (a) The Company and each Company Subsidiary holds all material Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, approvals, orders, consents, franchises, variancescertifications and clearances that are the subject of Section 4.14 or Section 4.16, exemptions and registrations of any Governmental Entity (which are addressed solely in those Sections, the “Company Permits”) necessary for the operation of the Business. The Company and each Company Subsidiary is in compliance with possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for the terms Company and each Company Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is being conducted as of the date hereof (the “Company Permits”), and all such Company Permits are valid and in full force and effect, except where the failure to be in compliance with possession of, or the failure to be valid or in full force and effect of, any of the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. No suspension, modification, revocation or cancellation of any All applications required to have been filed for the renewal of the Company Permits is pending. (b) Since May 31have been duly filed on a timely basis with the appropriate Governmental Authority, 2009and all other filings required to have been made with respect to such Company Permits have been duly made on a timely basis with the appropriate Governmental Authority, (i) except in each case for failures to file which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have a Company Material Adverse Effect, neither the Company nor any Company Subsidiary has been received any written notice indicating that the Company or any Company Subsidiary currently is not in compliance with the terms of any Company Permit. (b) Neither the Company nor any Company Subsidiary is in conflict with, or in default under or violation of, or has been investigated for, or charged by any Governmental Entity with a violation of, of (i) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound (except for Laws addressed in Section 4.10, Section 4.11 Section 4.14, Section 4.16 or was boundSection 4.17), or (ii) any Company Permits (except for the Company Permits addressed in Section 4.14 or Section 4.16), except in each case for any such conflicts, defaults, violations, investigations defaults or charges violations that, individually or in the aggregate, would have not reasonably be expected to have a Company Material Adverse Effect had and (ii) no investigation or review by any Governmental Entity with respect to the Company or any Company Subsidiary has been pending or, to the knowledge of the Company, threatened, except for such investigations or reviews, the outcomes of which if determined adversely to the Company or any Company Subsidiary, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereof. (c) None of the Company, the Company Subsidiaries or any of their Representatives has directly or indirectly offered, paid or accepted any remuneration or other thing of value that is prohibited by applicable Law, including under the United States Foreign Corrupt Practices Act of 1977. None of the Company, the Company Subsidiaries or any of their Representatives has directly or indirectly made or agreed to make any contribution, gift, bribe, rebate, payoff, influence payment, kickback or similar payment to any Person, including (i) to obtain favorable treatment in securing business, (ii) to pay for favorable treatment for business secured, (iii) to obtain special concessions or pay for special concessions already obtained or (iv) in connection with the approval or regulatory status of the Company Products or the facilities in which the Company Products are manufactured, packaged or stored, or from which the Company Products are initially distributed.

Permits; Compliance with Law. (a) The Company and each Company Subsidiary holds its Subsidiaries are in possession of all material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, exemptions, approvalsregistrations, orders, consents, franchises, variances, exemptions approvals and registrations of any Governmental Entity orders necessary for the Company and its Subsidiaries to carry on its business as it is now being conducted (the “Company Permits”) necessary for the operation of the Business). The Company and each Company Subsidiary is its Subsidiaries are in compliance with the terms of the Company Permits, and all of the Company Permits are valid and in full force and effect, and no suspension or cancellation of any of the Company Permits is pending or, to the Knowledge of the Company, threatened, except where the failure to be in compliance with for such non-compliance, invalidity, suspension or cancellation of any Company PermitsPermits that, individually or in the aggregate, would not reasonably be expected material to have the Company and its Subsidiaries taken as a whole. Except as, individually or in the aggregate, would not be material to the Company Material Adverse Effect. No suspensionand its Subsidiaries taken as a whole, modificationsince January 1, revocation or cancellation of 2009, neither the Company nor any of the its Subsidiaries has received any written notice that any Governmental Entity has commenced, or threatened to initiate, any action to revoke, cancel or terminate any Company Permits is pendingPermit. (b) Since May 31, 2009, (i) neither None of the Company nor any Company Subsidiary has been or its Subsidiaries is in conflict with, default under or violation of, or has been investigated for, or charged by any Governmental Entity with a violation of, of any Law (including any Environmental Law) applicable to the Company or any Company Subsidiary of its Subsidiaries or by which any property or asset of the Company or any Company Subsidiary of its Subsidiaries is bound or was boundaffected, except for any conflicts, defaults, violations, investigations such defaults or charges violations that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and (ii) no investigation or review by any Governmental Entity with respect material to the Company or any Company Subsidiary has been pending orand its Subsidiaries, to the knowledge of the Company, threatened, except for such investigations or reviews, the outcomes of which if determined adversely to the Company or any Company Subsidiarytaken as a whole. Except as, individually or in the aggregate, would not reasonably be expected material to have the Company and its Subsidiaries taken as a Company Material Adverse Effect. Neither whole, since January 1, 2009, neither the Company nor any Company Subsidiary of its Subsidiaries has received written notice to the effect that a Governmental Entity claims or alleged that the Company or any notice of its Subsidiaries was not in compliance with Laws applicable to the Company or communication any of its Subsidiaries, any material noncompliance with of their properties or other assets or any such Laws that has not been cured as of the date hereoftheir businesses or operations. (c) None To the Knowledge of the Company, none of the Company or its Subsidiaries has caused the Release of Hazardous Materials, except for any such Release that would not result in material liabilities under applicable Environmental Laws. (d) To the Knowledge of the Company, neither the Company nor any of its Subsidiaries nor any director, officer, agent or employee of the Company or any of their Representatives its Subsidiaries is aware of any action, or any allegation of any action, or has taken any action, directly or indirectly offeredindirectly, paid or accepted that would constitute a violation in any remuneration or other thing material respect by such Persons of value that is prohibited by applicable Law, including under the United States Foreign Corrupt Practices Act of 1977. None , as amended, and the rules and regulations thereunder (the “FCPA”), including making use of the Company, the Company Subsidiaries mails or any means or instrumentality of their Representatives has directly interstate commerce corruptly in furtherance of an offer, payment, promise to pay or indirectly made authorization of the payment of any money, or agreed to make any contributionother property, gift, bribepromise to give, rebate, payoff, influence payment, kickback or similar payment authorization of the giving of anything of value to any Person“foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, including (i) to obtain favorable treatment in securing business, (ii) to pay for favorable treatment for business secured, (iii) to obtain special concessions or pay for special concessions already obtained or (iv) in connection with the approval or regulatory status contravention of the Company Products or the facilities in which the Company Products are manufactured, packaged or stored, or from which the Company Products are initially distributedFCPA.

Permits; Compliance with Law. (a) The Company and each Company Subsidiary holds its subsidiaries have all material permits, licenses, franchises, grants, variances, exemptions, easements, orders, authorizations, permitsconsents, certificates, identifications, registration numbers and approvals necessary to own, lease and operate their respective properties and to conduct their businesses as presently conducted (collectively, the "Company Permits"), except for permits, licenses, franchises, grants, variances, exemptions, approvalseasements, orders, authorizations, consents, franchisescertificates, variancesidentifications, exemptions registration numbers and registrations approvals the absence of any Governmental Entity (the “which would not have a Company Permits”) necessary for the operation Material Adverse Effect. Section 5.10 of the BusinessCompany Disclosure Schedule sets forth a list of all Company Permits and the jurisdiction issuing the same, all of which Company Permits are in good standing and not subject to meritorious challenge. The Company and each Company Subsidiary is its subsidiaries are not in compliance with violation of the terms of any Company Permit, except for delays in filing reports or violations which would not have a Company Material Adverse Effect. Section 5.10 of the Company PermitsDisclosure Schedule also sets forth, as of the date of this Agreement, all actions, proceedings or investigations, pending or, to the knowledge of the Company and the Interest Holders, threatened against the Company that could reasonably be expected to result in the loss, revocation, suspension or cancellation of a Company Permit, except where the failure to be in compliance with for any Company Permitssuspension, individually loss or in the aggregate, would revocation that could not reasonably be expected to have a Company Material Adverse Effect. No suspension, modification, revocation or cancellation of any Except as disclosed in Section 5.10 of the Company Permits is pending. (b) Since May 31Disclosure Schedule, 2009, (i) neither the Company nor any Company Subsidiary has been of its subsidiaries is in conflict with, default under or violation of, or has been investigated for, given notice or been charged by with any Governmental Entity with a violation of, any Law applicable to the Company Permit or any Company Subsidiary law or by which any property or asset of the Company statute, or any Company Subsidiary is order, rule, regulation, ordinance, decree or was boundjudgment of any governmental or regulatory body or authority, except for any conflictsviolations which, defaults, violations, investigations or charges that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and (ii) no investigation or review by any Governmental Entity with respect to the Company or any Company Subsidiary has been pending or, to the knowledge of the Company, threatened, except for such investigations or reviews, the outcomes of which if determined adversely to the Company or any Company Subsidiary, individually or in the aggregate, would could not reasonably be expected to have a Company Material Adverse Effect. Neither Except as disclosed in Section 5.10 of the Company nor any Company Subsidiary has received any notice or communication of any material noncompliance with any such Laws that has not been cured Disclosure Schedule, as of the date hereof. (c) None of the Companythis Agreement, the Company Subsidiaries no investigation or review by any of their Representatives has directly or indirectly offered, paid or accepted any remuneration or other thing of value that is prohibited by applicable Law, including under the United States Foreign Corrupt Practices Act of 1977. None of the Company, the Company Subsidiaries or any of their Representatives has directly or indirectly made or agreed to make any contribution, gift, bribe, rebate, payoff, influence payment, kickback or similar payment to any Person, including (i) to obtain favorable treatment in securing business, (ii) to pay for favorable treatment for business secured, (iii) to obtain special concessions or pay for special concessions already obtained or (iv) in connection with the approval governmental or regulatory status body or authority is pending or, to the knowledge of the Company Products or the facilities in which the Company Products are manufacturedInterest Holders, packaged or stored, or from which the Company Products are initially distributed.threatened

Permits; Compliance with Law. (a) The Company, Company LP and each Company Subsidiary holds is in possession of all material authorizations, licenses, permits, certificates, approvals, variances, exemptions, approvals, orders, consents, franchises, variances, exemptions certifications and registrations clearances of any Governmental Entity Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for the Company, Company LP and each Company Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is being conducted as of the date hereof (the “Company Permits”) necessary for the operation of the Business. The ), and all such Company Permits are valid and each Company Subsidiary is in compliance with the terms of the Company Permitsfull force and effect, except where the failure to be in compliance with possession of, or the failure to be valid or in full force and effect of, any of the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. No suspension, modification, revocation or cancellation of any All applications required to have been filed for the renewal of the Company Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all other filings required to have been made with respect to such Company Permits have been duly made on a timely basis with the appropriate Governmental Authority, except in each case for failures to file which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. None of the Company, Company LP or any Company Subsidiary has received as of the date hereof, any claim or notice nor has any knowledge indicating that the Company or any Company Subsidiary is pendingcurrently not in compliance with the terms of any such Company Permits, except where the failure to be in compliance with the terms of any such Company Permits, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Since May 31None of the Company, 2009, (i) neither the Company nor LP or any Company Subsidiary is or has been in conflict with, or in default under or violation of, or has been investigated for, or charged by any Governmental Entity with a violation of, of (i) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is or was bound, or (ii) any Company Permits (except for the Company Permits addressed in Section 4.14, which are the subject of the representations and warranties made therein), except in each case for any such conflicts, defaults, violations, investigations defaults or charges violations that, individually or in the aggregate, would have not reasonably be expected to have a Company Material Adverse Effect had and (ii) no investigation or review by any Governmental Entity with respect to the Company or any Company Subsidiary has been pending or, to the knowledge of the Company, threatened, except for such investigations or reviews, the outcomes of which if determined adversely to the Company or any Company Subsidiary, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereof. (c) None of the Company, the Company Subsidiaries or any of their Representatives has directly or indirectly offered, paid or accepted any remuneration or other thing of value that is prohibited by applicable Law, including under the United States Foreign Corrupt Practices Act of 1977. None of the Company, the Company Subsidiaries or any of their Representatives has directly or indirectly made or agreed to make any contribution, gift, bribe, rebate, payoff, influence payment, kickback or similar payment to any Person, including (i) to obtain favorable treatment in securing business, (ii) to pay for favorable treatment for business secured, (iii) to obtain special concessions or pay for special concessions already obtained or (iv) in connection with the approval or regulatory status of the Company Products or the facilities in which the Company Products are manufactured, packaged or stored, or from which the Company Products are initially distributed.

Permits; Compliance with Law. (a) The Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.11, Section 4.15 and Section 4.16, which are addressed solely in those Sections, each of the Company Parties and each other Company Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority necessary for Company and each Company Subsidiary holds all material authorizationsto own, permitslease and, certificatesto the extent applicable, exemptions, approvals, orders, consents, franchises, variances, exemptions and registrations operate its properties or to carry on its respective business substantially as they are being conducted as of any Governmental Entity the date hereof (the “Company Permits”) necessary for the operation of the Business. The ), and all such Company Permits are valid and each Company Subsidiary is in compliance with the terms of the Company Permitsfull force and effect, except where the failure to be in compliance with possession of, or the failure to be valid or in full force and effect of, any of the Company Permits, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. No suspension, modification, revocation or cancellation of event has occurred with respect to any of the Company Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such Company Permits. To the Knowledge of Company, there is pendingnot pending any applicable petition, objection or other pleading with any Governmental Authority having jurisdiction or authority over the operations of Company or the Company Subsidiaries that impairs the validity of any Company Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any Company Permit. (b) Since May 31No Company Party or any other Company Subsidiary is, 2009, and for the past three (i3) neither the years no Company nor Party or any other Company Subsidiary has been been, in conflict with, or in default under or violation of, or has been investigated for, or charged by any Governmental Entity with a violation of, of (i) any Law applicable to the Company Parties or any other Company Subsidiary or by which any property or asset of the Company Parties or any other Company Subsidiary is or was bound, bound (except for compliance with Laws addressed in Section 4.11, Section 4.12, Section 4.13, Section 4.15 or Section 4.16 which are solely addressed in those Sections), or (ii) any Company Permits (except for the Company Permits addressed in Section 4.11, Section 4.15 or Section 4.16 which are solely addressed in those Sections), except, in each case, for any such conflicts, defaults, violations, investigations defaults or charges violations that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and (ii) no investigation or review by any Governmental Entity with respect to the Company or any Company Subsidiary has been pending or, to the knowledge of the Company, threatened, except for such investigations or reviews, the outcomes of which if determined adversely to the Company or any Company Subsidiary, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereof. (c) None of the Company, the Company Subsidiaries or any of their Representatives has directly or indirectly offered, paid or accepted any remuneration or other thing of value that is prohibited by applicable Law, including under the United States Foreign Corrupt Practices Act of 1977. None of the Company, the Company Subsidiaries or any of their Representatives has directly or indirectly made or agreed to make any contribution, gift, bribe, rebate, payoff, influence payment, kickback or similar payment to any Person, including (i) to obtain favorable treatment in securing business, (ii) to pay for favorable treatment for business secured, (iii) to obtain special concessions or pay for special concessions already obtained or (iv) in connection with the approval or regulatory status of the Company Products or the facilities in which the Company Products are manufactured, packaged or stored, or from which the Company Products are initially distributed.

Permits; Compliance with Law. (a) The a. Each of the Company and each Company Subsidiary holds its Subsidiaries is in possession of all material franchises, grants, authorizations, licenses, permits, certificateseasements, variances, exemptions, approvals, orders, consents, franchisescertificates, variancesapprovals and orders necessary to own, exemptions lease, maintain and registrations of any Governmental Entity operate its properties and to carry on its business as it is now being conducted (collectively, the “Company Permits”). All fees and charges with respect to such Permits have been paid in full. Section 3.6(a) necessary for the operation of the BusinessCompany Disclosure Schedule lists all such Permits issued to the Company and its Subsidiaries, including the names of the Permits and their respective dates of issuance and expiration. There is no Action pending or, to the Knowledge of the Company, threatened in writing that has resulted in (or with or without notice or lapse of time or both could reasonably be expected to result in), revocation, suspension, adverse modification, non-renewal, impairment, restriction, termination or cancellation of, or order of forfeiture or substantial fine with respect to, any Permit. The Company and each Company Subsidiary is its Subsidiaries are, and since October 16, 2017 have been, in compliance in all material respects with the terms all of the Company Permits, except where the failure Permits and all Laws (including Healthcare Laws) applicable to be in compliance with any Company Permits, individually them or in the aggregate, would not reasonably be expected by or to have a Company Material Adverse Effect. No suspension, modification, revocation or cancellation of which any of the Company Permits is pending. (b) their respective assets or properties are bound or subject. Since May 31October 16, 20092017, (i) neither the Company nor any Subsidiary of the Company Subsidiary has been in conflict with, default under or violation of, or has been investigated for, or charged by received any written notice from any Governmental Entity with a violation of, any Law applicable Authority to the effect that the Company or any Company Subsidiary or by which any property or asset of the Company is not in compliance with any Permit or any Company Subsidiary is or was bound, except for any conflicts, defaults, violations, investigations or charges that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and applicable Law (ii) no investigation or review by any Governmental Entity with respect to including Healthcare Laws). b. Each of the Company or any Company Subsidiary and its Subsidiaries is, and since October 16, 2017, has been pending orconducting its business in compliance in all material respects with all federal and state privacy and data security Laws governing health information, to the knowledge of the Companyincluding, threatenedwithout limitation, except for such investigations or reviewsHIPAA, the outcomes of which if determined adversely to the Company or any Company Subsidiaryand has conducted its business in compliance, individually or in the aggregateall material respects, would not reasonably be expected to have a Company Material Adverse Effectwith each applicable HIPAA Regulation since October 16, 2017. Neither the Company nor any Company Subsidiary has received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereof. Company is a “covered entity” (c) None as that term is defined in the HIPAA Regulations), and the Company, or to the extent applicable, a Subsidiary of the Company, has executed business associate agreements (as such agreements are required by the HIPAA Regulations) with each “covered entity” or “business associate” (i) for whom it provides functions or activities that render the Company Subsidiaries or any Subsidiary of the Company a “business associate” (as that term is defined in the HIPAA Regulations); and (ii) with each of their service providers that collects, stores, accesses, transmits, transfers, discloses, processes or uses PHI, on their behalf. c. Neither the Company nor any Subsidiary, nor any of their Representatives has directly directors, officers, or indirectly offeredemployees, paid or accepted any remuneration or other thing of value that is prohibited by applicable Law, including under nor to the United States Foreign Corrupt Practices Act of 1977. None Knowledge of the Company, the Company Subsidiaries independent contractors or agents, have been debarred, excluded, or suspended from, or are otherwise ineligible to participate in, any “federal health care program,” as such term is defined in 42 U.S.C. § 1320a-7b(f), or any of their Representatives has directly or indirectly made or agreed to make any contribution, gift, bribe, rebate, payoff, influence payment, kickback or similar payment to any Person, including (i) to obtain favorable treatment in securing business, (ii) to pay for favorable treatment for business secured, (iii) to obtain special concessions or pay for special concessions already obtained or (iv) in connection with the approval or regulatory status of the Company Products or the facilities in which the Company Products are manufactured, packaged or stored, or from which the Company Products are initially distributedother third-party payor program.

Permits; Compliance with Law. (a) The Company and each Company Subsidiary holds all material authorizations, permits, certificates, exemptions, approvals, orders, consents, franchises, variances, exemptions and registrations of any Governmental Entity (the “Company Permits”) necessary for the operation of the Business. The Company and each Company Subsidiary is in compliance with the terms of the Company Permits, except where the failure to be in compliance with any Company PermitsExcept as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, (i) each of the Company and its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, easements, variances, exceptions, consents, certificates, permanent certificates of occupancy, approvals and other permits of any Governmental Authority (“Permits”) necessary for it to own, lease and operate its properties and assets or to carry on its business as it is now being conducted (collectively, the “Company Permits”) and (ii) all such Company Permits are in full force and effect. Except as would not not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. No suspension, modificationas of the date of this Agreement, revocation no suspension or cancellation of any of the Company Permits is pendingpending or, to the Knowledge of the Company, threatened. (b) Since May 31Except as would not, 2009individually or in the aggregate, (i) neither reasonably be expected to be material to the Company nor and its Subsidiaries, taken as a whole, since January 1, 2016, none of the Company and any Company Subsidiary of its Subsidiaries is or has been in conflict with, or in default under or violation of, or has been investigated for, or charged by any Governmental Entity with a violation of, (i) any Law applicable to the Company or any such Subsidiary of the Company Subsidiary or by which any property or asset of the Company Assets is bound or (ii) any Company Subsidiary Permits. To the Knowledge of the Company, neither the Company nor any of its Subsidiaries is under investigation with respect to or was boundhas been threatened to be charged with or given written notice of, nor has any Governmental Authority notified the Company in writing of its intent to conduct an investigation of, any violation of any applicable Law (including with respect to the retail sale of alcohol), except for any conflicts, defaults, violations, such investigations or charges that, individually or in the aggregate, which would not reasonably be expected to have a Company Material Adverse Effect and (ii) no investigation or review by any Governmental Entity with respect be material to the Company business, financial condition or any Company Subsidiary has been pending or, to the knowledge results of operations of the CompanyCompany and its Subsidiaries, threatened, except for such investigations or reviews, the outcomes of which if determined adversely to the Company or any Company Subsidiary, individually or in the aggregate, would not reasonably be expected to have taken as a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereofwhole. (c) None of the CompanyNo representation is made under this Section 3.25 with respect to SEC reports, the Company Subsidiaries financial statements and internal controls, employee benefits, labor, Tax, environmental or any of their Representatives has directly or indirectly offeredintellectual property matters, paid or accepted any remuneration or other thing of value that is prohibited by applicable Lawwhich matters are addressed in Section 3.9, including under the United States Foreign Corrupt Practices Act of 1977. None of the CompanySection 3.10, the Company Subsidiaries or any of their Representatives has directly or indirectly made or agreed to make any contributionSection 3.15, giftSection 3.16, bribeSection 3.17, rebateSection 3.18 and Section 3.19, payoff, influence payment, kickback or similar payment to any Person, including (i) to obtain favorable treatment in securing business, (ii) to pay for favorable treatment for business secured, (iii) to obtain special concessions or pay for special concessions already obtained or (iv) in connection with the approval or regulatory status of the Company Products or the facilities in which the Company Products are manufactured, packaged or stored, or from which the Company Products are initially distributedrespectively.

Permits; Compliance with Law. (a) The Except where the failure to hold Company Permits, failure of the Company Permits to be in full force or effect or failure to comply would not have a Company Material Adverse Effect: (i) the Company and each Company Subsidiary holds all material authorizations, permits, certificates, exemptions, approvals, orders, consents, franchises, variances, exemptions easements, exemptions, registrations, licenses and registrations clearances of any Governmental Entity (the “Company Permits”) necessary for the operation of the Business. business as currently conducted, (ii) all such Company Permits are in full force and effect and (iii) the Company and each Company Subsidiary is operating in compliance with the terms of such Company Permits. (b) (i) The Company and each Company Subsidiary is is, and since January 1, 2015 has been, in compliance with the terms of all Laws and Orders applicable to the Company Permits, except where the failure to be in compliance with or any Company PermitsSubsidiary or any assets owned or used by the Company or any Company Subsidiary (except in each case where such noncompliance would not reasonably be expected to be, individually or in the aggregate, would not reasonably be expected materially adverse to have a Company Material Adverse Effect. No suspension, modification, revocation or cancellation of any of the Company Permits is pending. and the Company Subsidiaries taken as a whole) and (b) Since May 31, 2009, (iii) neither the Company nor any Company Subsidiary has been in conflict withreceived any written communication since January 1, default under or violation of, or has been investigated for, or charged by any 2015 from a Governmental Entity with a violation of, any Law applicable to that alleges that the Company or any Company Subsidiary has, at any time, not been in material compliance with any such Law or Order or threatening to rescind, revoke, suspend, modify or not renew any material Company Permit and there has not been any material investigation or inquiry by which any property or asset a Governmental Entity pending or, to the Knowledge of the Company, threatened against the Company or any Company Subsidiary is or was boundat any time since January 1, except for any conflicts, defaults, violations, investigations or charges that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and (ii) no investigation or review by any Governmental Entity with respect to the Company or any Company Subsidiary has been pending or, to the knowledge of the Company, threatened, except for such investigations or reviews, the outcomes of which if determined adversely to the Company or any Company Subsidiary, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereof2015. (c) None Neither the Company, nor the Company Subsidiaries, nor, to the Knowledge of the Company, any Representatives acting on their behalf, have, in the past three (3) years, directly or indirectly, (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful payments relating to political activity, or failed to disclose fully any such contributions in violation of law; (ii) given, offered, promised, or authorized to give, any money or thing of value to any foreign or domestic Government Official corruptly for the purpose of influencing an act or decision of the Government Official, or inducing the Government Official to use his or her influence or position to affect any government act or decision relating in any way to the business of the Company Subsidiaries or any of their Representatives has directly the Company Subsidiaries; or indirectly (iii) given, offered, paid promised, or accepted authorized to give, any remuneration money or other thing of value that is prohibited by to a Government Official or any other Person in violation of any applicable Lawanti-corruption laws, including under the United States U.S. Foreign Corrupt Practices Act of 1977. None of the CompanyAct, the Company Subsidiaries U.K. Bribery Act, any laws enacted pursuant to, or arising under, the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or any of their Representatives has directly other applicable laws or indirectly made regulations relating to bribery or agreed to make any contributioncorruption (collectively, gift, bribe, rebate, payoff, influence payment, kickback or similar payment to any Person, including (i) to obtain favorable treatment in securing business, (ii) to pay for favorable treatment for business secured, (iii) to obtain special concessions or pay for special concessions already obtained or (iv) in connection with the approval or regulatory status of the Company Products or the facilities in which the Company Products are manufactured, packaged or stored, or from which the Company Products are initially distributed“Anti-Corruption Laws”).

Permits; Compliance with Law. (a) The Company and each Company Subsidiary (i) is, and has at all times since January 1, 2017 been, in compliance with applicable Laws, and (ii) to the Knowledge of the Company, since January 1, 2017, has not received written notice from any Governmental Authority alleging that the Company or any Company Subsidiary is in violation of any applicable Law, except in the cases of each of clauses (i) and (ii), for such non-compliance and violations that are not material to the Company and the Company Subsidiaries, taken as a whole. (b) The Company and each Company Subsidiary holds all material authorizations, licenses, permits, certificates, variances, exemptions, approvals, orders, consents, franchises, variances, exemptions registrations and registrations clearances of any Governmental Entity Authority necessary for the Company and each Company Subsidiary to own, lease and operate its properties and assets, and to conduct its business as conducted on the date of this Agreement, in each case, that are material to the Company and the Company Subsidiaries, taken as a whole (the “Company Permits”) necessary for the operation of the Business). The Company and each Company Subsidiary is and since January 1, 2017 has been in compliance with the terms of the Company Permits, and all of the Company Permits are valid and in full force and effect, except where such non-compliance is not material to the failure to be in compliance with any Company Permitsand the Company Subsidiaries, individually or in taken as a whole. To the aggregateKnowledge of the Company, would not reasonably be expected to have a Company Material Adverse Effect. No as of the date of this Agreement, no suspension, modification, revocation or cancellation of any of the material Company Permits Permit is pendingpending or threatened in writing. (bc) Since May 31, 2009, (i) neither Neither the Company nor any Company Subsidiary has been in conflict withSubsidiary, default under or violation ofnor any officer, or has been investigated fordirector, or charged by any Governmental Entity with a violation of, any Law applicable to employee of the Company or any Company Subsidiary or by which Subsidiary, or, to the Knowledge of the Company, any property or asset Person acting on behalf of the Company or any Company Subsidiary is has, during the past five (5) years: (i) violated the U.S. Foreign Corrupt Practices Act of 1977, as amended, or was boundany rules or regulations promulgated thereunder, except for any conflictsother comparable anti-corruption and/or anti-bribery Laws of any other jurisdiction (collectively, defaults, violations, investigations “Anti-corruption Laws”); or charges that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and (ii) no investigation offered, given, promised, or review by authorized the giving of anything of value, directly or indirectly, to or from any Public Official for the purpose of: (A) improperly and unlawfully influencing any act or decision of such Public Official in his or her official capacity, (B) inducing such Public Official to do or omit to do any act in violation of a lawful duty, or (C) improperly and unlawfully inducing such Public Official to use his or her influence with a Governmental Entity with respect Authority to affect or influence any act or decision of such Governmental Authority, in each case, in order to assist the Company or any the Company Subsidiary has been pending orin obtaining or retaining business for or with, or directing business to, any Person. The Company and its Subsidiaries have instituted an anti-corruption compliance program intended to the knowledge of the Company, threatened, except for such investigations or reviews, the outcomes of which if determined adversely to the Company or any Company Subsidiary, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any notice or communication of any material noncompliance ensure compliance with any such Laws that has not been cured as of the date hereofAnti-corruption Laws. (cd) None The books, records and accounts of the Company and to the Knowledge of the Company, the Company Subsidiaries or any have at all times accurately and fairly reflected, in all material respects, the transactions and disposition of their Representatives has directly or indirectly offered, paid or accepted any remuneration or other thing of value that is prohibited by applicable Law, including under respective funds and assets. To the United States Foreign Corrupt Practices Act of 1977. None Knowledge of the Company, there have never been any false or fictitious entries made in the Company Subsidiaries books, records, or any of their Representatives has directly or indirectly made or agreed to make any contribution, gift, bribe, rebate, payoff, influence payment, kickback or similar payment to any Person, including (i) to obtain favorable treatment in securing business, (ii) to pay for favorable treatment for business secured, (iii) to obtain special concessions or pay for special concessions already obtained or (iv) in connection with the approval or regulatory status accounts of the Company Products or the facilities in which the Company Products are manufactured, packaged or stored, or from which the Company Products are initially distributed.any Company

Permits; Compliance with Law. (a) The Company and each of its Subsidiaries is in possession of all Permits necessary for the Company Subsidiary holds all material authorizationsand each of its Subsidiaries to own, permitslease and operate its properties or to carry on its respective businesses as currently conducted or proposed to be conducted (collectively, certificates, exemptions, approvals, orders, consents, franchises, variances, exemptions and registrations of any Governmental Entity (the “Company Permits”) necessary for ), the operation Company Permits are valid and in full force and effect and no Company Permit will be terminated, revoked, modified or become terminable or impaired in any respect by reason of the Business. The Merger, except in each case where the failure to have or maintain such Permits would not, individually or in the aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Merger, (2) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or (3) have a Material Adverse Effect. (b) Each of the Company and each Company Subsidiary is its Subsidiaries has conducted its business in compliance with the all terms and conditions of the Company Permits, except where the failure to be in such non-compliance with any Company Permitswould not, individually or in the aggregate, would not reasonably be expected to (1) prevent or materially delay consummation of the Merger, (2) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or (3) have a Company Material Adverse Effect. No suspension, modification, revocation or cancellation of any . (c) None of the Company Permits or any of its Subsidiaries is pending. (b) Since May 31in conflict with, 2009or in default or violation of, (i) neither the Company nor any Company Subsidiary has been in conflict with, default under or violation of, or has been investigated for, or charged by any Governmental Entity with a violation of, any Law applicable to the Company or any Company Subsidiary of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected or (ii) any Company Subsidiary is or was boundPermits, except in each case for any such conflicts, defaults, violations, investigations defaults or charges thatviolations that would not, individually or in the aggregate, would not reasonably be expected to (1) prevent or materially delay consummation of the Merger, (2) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or (3) have a Company Material Adverse Effect and Effect. (iid) no investigation None of the Company, any of its Subsidiaries, directors, officers, managers, or review by any Governmental Entity with respect to employees of the Company or any Company Subsidiary has been pending of its Subsidiaries, or, to the knowledge of the CompanyStockholder, threatened, except for such investigations agents or reviews, the outcomes other representatives of which if determined adversely to the Company or any Company Subsidiaryof its Subsidiaries, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereof. (c) None of the Company, the Company Subsidiaries or any of their Representatives has directly or indirectly offered, paid or accepted in violation of any remuneration or other thing of value that is prohibited by applicable Law, Law (including under the United States Foreign Corrupt Practices Act of 1977. None of , as amended (the Company, the Company Subsidiaries or any of their Representatives has directly or indirectly “FCPA”)) (1) made or agreed to make any contribution, gift, bribe, rebate, payoff, influence payment, kickback kickback, or similar other payment to any Personperson, including regardless of form, whether in money, property or services (i) to obtain favorable treatment in securing business, (ii) to pay for favorable treatment for business secured, or (iii) to obtain special concessions or pay for special concessions already obtained obtained, for or (iv) in connection with the approval or regulatory status respect of the Company Products or any of its Subsidiaries, or (2) established or maintained any fund or asset that has not been recorded in the facilities in which books and records of the Company Products are manufacturedor any of its Subsidiaries for the purposes of taking any of the actions in clause (1) above. The Company and each of its Subsidiaries, packaged or storedand, or from which to the knowledge of the Company, their affiliates have at all times conducted their respective businesses in compliance with the FCPA (including the recordkeeping provisions of the FCPA) and all similar Laws, domestic and foreign, and the Company Products are initially distributedand each of its Subsidiaries have instituted and maintained policies, procedures and controls designed to ensure continued compliance therewith and with all similar Laws, domestic and foreign.

Permits; Compliance with Law. (a) The Company and each Company Subsidiary holds and is in possession of all material franchises, grants, authorizations, licenses, permits, certificates, variances, exemptions, easements, waivers, consents, approvals, orders, consentsconcessions, franchises, variances, exemptions registrations and registrations clearances or other authorizations of any Governmental Entity necessary for the Company and each Company Subsidiary to own, lease and operate its properties and assets, and to carry on and operate its businesses in all respects as currently conducted (the “Company Permits”) necessary for the operation of the Business. The Company and each Company Subsidiary is in compliance with the terms of the Company Permits), except where the failure to comply with, to have, or the suspension or cancellation of, or failure to be valid or in compliance with full force and effect of, any of the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. No suspensionEach of the Company and the Company Subsidiaries are, modificationand since January 1, revocation or cancellation 2014 have been, in material compliance with the terms and requirements of all material Company Permits. Neither the Company nor any of the Company Permits is pendingSubsidiaries has received any written or, to the Company’s Knowledge, other notice from any Governmental Entity (and to the Company’s Knowledge, no Governmental Entity has threatened any notice) (i) asserting any material violation of any term or requirement of any material Company Permit held by the Company or any Company Subsidiary, as applicable, (ii) notifying the Company or any Company Subsidiary of the revocation or withdrawal of any material Company Permit held by the Company or such Company Subsidiary or (iii) imposing any condition, modification or amendment on any material Company Permit (other than such condition, modification or amendment that would also be imposed on similarly situated holders of such Company Permit), in each case that has not been cured or waived. (b) Since May 31, 2009, (i) neither Neither the Company nor any Company Subsidiary is, and since January 1, 2014 none of the Company or any Company Subsidiary has been been, in conflict with, default under or violation of, or has been investigated for, or charged by any Governmental Entity with a violation of, of any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or was boundaffected, except for any conflicts, defaults, violations, investigations defaults or charges violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect and (ii) Effect. As of the date of this Agreement, no investigation or review by any Governmental Entity with respect to the Company or any Company Subsidiary has been pending oris pending, nor, to the knowledge Knowledge of the Company, threatened, except for such investigations has any Governmental Entity threatened or reviews, the outcomes of which if determined adversely indicated to the Company or any Company Subsidiary, individually or in the aggregate, would not reasonably be expected an intention to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any notice or communication of any material noncompliance with conduct any such Laws that has not been cured as of the date hereofinvestigation. (c) None of The Company and each Company Subsidiary (i) are in compliance, and for the Companypast five (5) years have been in compliance, the Company Subsidiaries or any of their Representatives has directly or indirectly offered, paid or accepted any remuneration or other thing of value that is prohibited by applicable Law, including under in all material respects with the United States Foreign Corrupt Practices Act of 1977. 1977 (the “FCPA”) and any other applicable Anti-corruption Laws; (ii) during the past five (5) years have not received written notice from a Governmental Entity or any other Person of any actual or alleged violation by the Company or any Company Subsidiary of, or any investigation by any Governmental Entity with respect to, the FCPA or any other Anti-corruption Laws and (iii) during the past five (5) years have maintained an FCPA and anti-corruption compliance program that includes, at a minimum, policies and procedures designed to enhance awareness of and compliance by the Company and the Company Subsidiaries with the FCPA and any other applicable Anti-corruption Laws. (d) None of the Company or any Company Subsidiary has, directly or indirectly through its Representatives or any Person authorized to act on its behalf (including any distributor, agent, sales intermediary or other third party), offered, promised, paid, authorized or given, money or anything of value to any Person in material violation of applicable Law for the purpose of: (i) influencing any act or decision of any Governmental Entity or any political party or party official, or any candidate for political office; (ii) inducing any Governmental Entity or any political party or party official, or any candidate for political office to do or omit to do an act in violation of a lawful duty; (iii) securing any improper advantage; (iv) inducing a Person to improperly perform a relevant function or activity on behalf of a Governmental Entity or to reward a Person for having improperly performed a relevant function or activity on behalf of a Governmental Entity; or (v) inducing any Governmental Entity or any political party or party official, or any candidate for political office to influence the act or decision of a government or government instrumentality, in order to obtain or retain business, or direct business to, any person or entity, in any way. (e) To the Knowledge of the Company, during the past five (5) years, none of the Company or the Company Subsidiaries has had a customer or any of their Representatives has directly supplier or indirectly made or agreed to make any contributionother business relationship with, gift, bribe, rebate, payoff, influence payment, kickback or similar payment is a party to any PersonContract with, including or has engaged in any transaction with, any Person (i) to obtain favorable treatment that is organized or domiciled in securing businessor that is a citizen of Cuba, Iran, North Korea, Sudan, or Syria (including any Governmental Entity within such country) or (ii) to pay for favorable treatment for business secured, (iii) to obtain special concessions that is the subject of any international economic or pay for special concessions already obtained trade sanction administered or (iv) in connection with enforced by the approval or regulatory status Office of Foreign Assets Control of the Company Products United States Department of the Treasury (“OFAC”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, the United Kingdom Export Control Organization or other relevant sanctions authority (including but not limited to being listed on the facilities in which the Company Products are manufactured, packaged or stored, or from which the Company Products are initially distributedSpecially Designated Nationals and Blocked Persons List administered by OFAC).

Permits; Compliance with Law. (a) The Company and each Company Subsidiary holds all material authorizations, licenses, permits, certificates, variances, exemptions, approvals, orders, consents, franchises, variances, exemptions registrations and registrations clearances of any Governmental Entity necessary for the Company and each Company Subsidiary to own, lease and operate its properties and assets, and to carry on and operate its businesses as currently conducted (the “Company Permits”) necessary for the operation of the Business). The Company and each Company Subsidiary is in compliance with the terms of the Company PermitsPermits in all material respects, except where and all of the failure to be Company Permits are valid and in compliance with any Company Permitsfull force and effect in all material respects. As of the date hereof, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. No no suspension, modification, revocation or cancellation of any of the Company Permits is pendingto the knowledge of the Company pending or threatened. (b) Since May 31, 2009, (i) neither Neither the Company nor any Company Subsidiary is in, or has been in continuing liability as a result of any, conflict with, default under or violation of, or has been is being investigated for, or charged by any Governmental Entity with a material violation of, of any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or was bound, except for affected. The Company has not received written notice of any conflicts, defaults, violations, investigations or charges that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and (ii) no investigation or review by any Governmental Entity with respect to the Company or any Company Subsidiary has been pending or, to the knowledge of the Company, threatened, except for such investigations or reviews, the outcomes of which if determined adversely to the Company or any Company Subsidiary, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereof. (c) None of the Company, the Company Subsidiaries or any of their Representatives respective directors, executives or, to the Company’s knowledge, agents (i) has directly or indirectly offeredused any corporate funds for any illegal contributions, paid or accepted any remuneration gifts, entertainment or other thing unlawful expenses relating to political activity, (ii) has used any corporate funds for any direct or indirect unlawful payments to any foreign or domestic government officials or employees, (iii) has violated or is violating any provision of value that is prohibited by applicable Law, including under the United States Foreign Corrupt Practices Act of 1977. None , (iv) has established or maintained any unlawful fund of the Companycorporate monies or other properties, the Company Subsidiaries or (v) has made any of their Representatives has directly or indirectly made or agreed to make any contribution, gift, bribe, unlawful rebate, payoff, influence payment, kickback or similar other unlawful payment of any nature or (vi) violated or operated in noncompliance with any money laundering law, anti-terrorism law or regulation, anti-boycott regulations or embargo regulations. (d) There are no, and neither the Company nor any Company Subsidiary has continuing liability in connection with any, legal, administrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities or investigations of a Governmental Entity pending or, to the Company’s knowledge, threatened, of any nature seeking to impose, or that are reasonably likely to result in the imposition, on Company or any of the Company Subsidiaries of any liability or obligation arising under any Environmental Law, which liability or obligation has had, either individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary is subject to any Personagreement, including order, judgment, decree, letter or memorandum by or with any Governmental Entity or third party imposing any liability or obligation under any Environmental Law that has had, either individually or in the aggregate, a Company Material Adverse Effect. (e) The Company and each Company Subsidiary have at all times conducted their export transactions materially in accordance with (i) to obtain favorable treatment in securing businessall applicable U.S. export and re-export controls, including the United States Export Administration Act of 2001, as amended, and Regulations and Foreign Assets Control Regulations and (ii) to pay for favorable treatment for business secured, (iii) to obtain special concessions or pay for special concessions already obtained or (iv) all other applicable import/export controls in connection with the approval or regulatory status of the Company Products or the facilities other countries in which the Company Products are manufactured, packaged or stored, or from which any of the Company Products Subsidiaries conducts business. There are initially distributedno pending or, to the Company’s knowledge, threatened claims against the Company or any Company Subsidiary with respect to any export licenses, license exceptions and other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications and filings with any Governmental Entity required for (A) the export and re-export of products, services, software and technologies and (B) releases of technologies and software to foreign nationals located in the United States and abroad.

Permits; Compliance with Law. (a) The Company and each Company Subsidiary holds all material authorizations, permits, certificates, exemptions, approvals, orders, consents, franchises, variances, exemptions and registrations of any Governmental Entity (the “Company Permits”) necessary for the operation Each of the Business. The Company and each Company Subsidiary is in compliance with possession of all Governmental Authorizations necessary for the terms Company and each Company Subsidiary to own, lease and operate its properties or to carry on its business substantially in the manner described in the Company SEC Filings filed prior to the date hereof and substantially as it is being conducted as of the date hereof (the “Company Permits”), and all such Company Permits are valid and in full force and effect, except where the failure to have, or the suspension or cancellation of, or failure to be valid or in compliance with full force and effect of, any of the Company PermitsPermits has not had or would not, individually or in the aggregate, would not reasonably be expected to (a) prevent or materially delay consummation of the Merger, (b) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or any Ancillary Agreement or (c) have a Company Material Adverse Effect. No suspensionIn the past three (3) years, modification, revocation or cancellation of any none of the Company Permits or any Company Subsidiary is pending. (b) Since May 31or has been in breach, 2009, default or violation of (i) neither the Company nor any Company Subsidiary has been in conflict with, default under or violation of, or has been investigated for, or charged by any Governmental Entity with a violation of, any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or was boundaffected or (ii) any Company Permits, in each case, except for any such conflicts, defaults, violations, investigations defaults or charges thatviolations that have not had or would not, individually or in the aggregate, would not reasonably be expected to (1) prevent or materially delay consummation of the Merger, (2) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or any Ancillary Agreement or (3) have a Company Material Adverse Effect and Effect. In the past three (ii3) years, no investigation or review Action by any Governmental Entity with respect to the Company or any Company Subsidiary is or has been pending or, to the knowledge Knowledge of the Company, is or was threatened, except for such investigations nor has any Governmental Entity or reviewsother Person commenced, the outcomes of which if determined adversely or given written notice to the Company or any Company SubsidiarySubsidiary that it intends to commence, an Action to revoke or suspend any Company Permit, or given written notice that it intends not to renew any Company Permit and, to the Knowledge of the Company, no such intention or Action is threatened, except for any such Actions or non-renewals that have not had or would not, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Neither the Since December 31, 2017, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company nor any Company Subsidiary has received any notice or communication of employees regarding any material noncompliance with any such Laws that has not and questionable accounting or auditing matters, have been cured as of the date hereof. (c) None of received by the Company. The Company has made available to Parent a summary of all material complaints or concerns relating to other matters made since December 31, the Company Subsidiaries or any of their Representatives has directly or indirectly offered, paid or accepted any remuneration or other thing of value that is prohibited by applicable Law, including under the United States Foreign Corrupt Practices Act of 1977. None of 2017 through the Company, the Company Subsidiaries ’s whistleblower hot line or any equivalent system for receipt of their Representatives has directly or indirectly made or agreed to make any contribution, gift, bribe, rebate, payoff, influence payment, kickback or similar payment to any Person, including (i) to obtain favorable treatment in securing business, (ii) to pay for favorable treatment for business secured, (iii) to obtain special concessions or pay for special concessions already obtained or (iv) in connection with the approval or regulatory status employee concerns regarding possible violations of the Company Products or the facilities in which the Company Products are manufactured, packaged or stored, or from which the Company Products are initially distributedLaw.

Permits; Compliance with Law. (a) The Company and each the Company Subsidiary holds hold all material authorizations, licenses, permits, certificates, variances, exemptions, approvals, orders, consents, franchises, variances, exemptions registrations and registrations clearances of any Governmental Entity material for the Company and the Company Subsidiary to carry on and operate their businesses as currently conducted (the “Company Permits”). Section 3.6(a) necessary for the operation of the BusinessCompany Disclosure Letter contains a true and complete list of the Company Permits. The Company and the Company Subsidiary possess or have applied for all Company Permits to own, lease and operate its properties and assets, except for any Company Permits for which the failure to possess, obtain or hold would not reasonably be expected to have, individually or in the aggregate a Company Material Adverse Effect. The Company and each Company Subsidiary is in compliance with the terms of the Company Permits, and all of the Company Permits are valid and in full force and effect, except where the failure to be in compliance with any Company Permits, or the failure of any Company Permits to be valid or in full force and effect, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. No suspension, modification, revocation or cancellation of any of the Company Permits Permit is pendingpending or, to the knowledge of the Company, threatened. (b) Since May 31, 2009, (i) neither Neither the Company nor any Company Subsidiary is or since December 31, 2008, has been in conflict with, default under or violation of, or is being or since December 31, 2008, has been investigated for, or charged by any Governmental Entity with a violation of, any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or was boundaffected, except for any conflicts, defaults, violations, investigations or charges that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect and (iiEffect. This Section 3.6(b) does not relate to matters with respect to Taxes, which are the Subject of Section 3.17, or matters with respect to Company Benefit Plans, which are the subject of Section 3.12. There are no investigation investigations or review reviews by any Governmental Entity with respect to the Company or any Company Subsidiary has been pending or, to the knowledge of the Company’s knowledge, threatened, and no Governmental Entity has indicated an intention to conduct any such investigation or review, except for such investigations or reviews, the outcomes of which if determined adversely to the Company or any Company Subsidiary, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereof. (c) None of the Company, the Company Subsidiaries or any of their Representatives has directly or indirectly offered, paid or accepted any remuneration or other thing of value that is prohibited by applicable Law, including under the United States Foreign Corrupt Practices Act of 1977. None of the Company, the Company Subsidiaries or any of their Representatives has directly or indirectly made or agreed to make any contribution, gift, bribe, rebate, payoff, influence payment, kickback or similar payment to any Person, including (i) to obtain favorable treatment in securing business, (ii) to pay for favorable treatment for business secured, (iii) to obtain special concessions or pay for special concessions already obtained or (iv) in connection with the approval or regulatory status of the Company Products or the facilities in which the Company Products are manufactured, packaged or stored, or from which the Company Products are initially distributed.

Permits; Compliance with Law. (ai) The Company Each member of the Seller Group (as it relates to the Business) and each Acquired Company Subsidiary holds is in possession of all material franchises, grants, authorizations, permitslicenses, easements, variances, exceptions, consents, certificates, exemptions, approvals, orders, consents, franchises, variances, exemptions approvals and registrations other permits of any Governmental Entity Authority (the “Company Permits”) necessary for it to own, lease and operate its properties and assets related to the operation of Business as it is now being conducted (collectively, the Business. The Company and each Company Subsidiary is in compliance with the terms of the “Acquired Company Permits, ”) and (ii) except where the failure to be in compliance with any Company Permitsas would not be, individually or in the aggregate, would not reasonably be expected material to have a the Business or the Acquired Companies, all such Acquired Company Material Adverse EffectPermits are legal, valid, binding and in full force and effect. No suspension, modification, revocation suspension or cancellation of any of the Acquired Company Permits is pendingpending or, to the Knowledge of Seller, threatened in writing. (b) Since May 31No Acquired Company or member of the Seller Group (as it relates to the Business), 2009nor, to the Knowledge of the Seller, any officer, director, employee, agent or other authorized Person acting on behalf of the Acquired Companies (in each case, in their capacity as such) is in conflict with, or in default or violation (and no event has occurred that, with notice or the lapse of time or both, would constitute a default or violation) of, (i) neither the Company nor any Company Subsidiary has been in conflict with, default under or violation of, or has been investigated for, or charged by any Governmental Entity with a violation of, any Law applicable to the such Acquired Company or any Company Subsidiary or by which its assets and properties are bound (including the Foreign Corrupt Practice Act of 1977, as amended, and any property other anti-corruption, anti-bribery, export control, trade, anti-boycott, economic sanction or asset similar Laws of the any jurisdiction applicable to such Acquired Company or by which its assets and properties are bound) or (ii) any Acquired Company Subsidiary is or was boundPermits, in each case, except for any conflicts, defaults, with respect to violations, investigations conflicts or charges thatdefaults that would not, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and (ii) no investigation or review by any Governmental Entity with respect to the Company or any Company Subsidiary has been pending or, to the knowledge of the Company, threatened, except for such investigations or reviews, the outcomes of which if determined adversely to the Company or any Company Subsidiary, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereofmaterial. (c) None of the CompanyAcquired Companies or, to the Company Subsidiaries or Knowledge of the Seller, any of their Representatives has directly or indirectly offeredemployee, paid or accepted any remuneration agent or other thing of value that is prohibited by applicable Law, including under the United States Foreign Corrupt Practices Act of 1977. None authorized Person acting on behalf of the CompanyAcquired Companies (in each case, in their capacity as such) has, in connection with the Company Subsidiaries or any operation of their Representatives has directly or indirectly made or agreed to make any contributionthe Business, gift, bribe, rebate, payoff, influence payment, kickback or similar payment to any Person, including (i) to obtain favorable treatment in securing businessused any corporate or other funds for unlawful gifts or entertainment, (ii) to pay for favorable treatment for business securedestablished or maintained any unlawful or unrecorded funds, (iii) made any indirect unlawful payment to obtain special concessions any foreign or pay for special concessions already obtained domestic government official or employee from corporate funds or (iv) in connection with the approval has accepted or regulatory status of the Company Products received any unlawful contributions, payments, gifts or the facilities in which the Company Products are manufactured, packaged or stored, or from which the Company Products are initially distributedexpenditures.

Permits; Compliance with Law. (a) The Company and each Company Subsidiary holds all material authorizations, permits, grants, licenses, certificates, exemptions, approvals, orders, consents, franchises, variances, exemptions variances and registrations of any Governmental Entity (the “Company Permits”) necessary for it to own, lease and operate its properties and assets or for the operation of the Business. The Company and each Company Subsidiary is in compliance, and has been in compliance since January 1, 2010, with the terms of the Company Permits, except where the failure to be in compliance with any Company Permits, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. No suspension, modification, revocation or cancellation of any of the Company Permits is pendingpending or threatened, and no such suspension, modification, revocation or cancellation will result from the consummation of the Merger or any other transaction contemplated by this Agreement. (b) Since May 31January 1, 20092010, (i) neither the Company nor any Company Subsidiary has not been in conflict with, default under or violation of, or has been investigated for, or charged by any Governmental Entity with a violation of, any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is or was bound, except for any conflicts, defaults, violations, investigations or charges that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and (ii) no investigation or review by any Governmental Entity with respect to the Company or any Company Subsidiary has been pending or, to the knowledge Knowledge of the Company, threatened, except for such investigations or reviews, the outcomes of which if determined adversely to the Company or any Company SubsidiaryCompany, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Neither the The Company nor any Company Subsidiary has not received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereof. (c) None of the Company, Neither the Company Subsidiaries or nor any of their its Representatives has directly or indirectly offered, paid or accepted any remuneration or other thing of value that is prohibited by applicable Law, including under the United States Foreign Corrupt Practices Act of 1977. None of the Company, the Company Subsidiaries or any of their its Representatives has directly or indirectly made or agreed to make any contribution, gift, bribe, rebate, payoff, influence payment, kickback or similar payment to any Person, including (i) to obtain favorable treatment in securing business, (ii) to pay for favorable treatment for business secured, (iii) to obtain special concessions or pay for special concessions already obtained or (iv) in connection with the approval or regulatory status of the Company Products or the facilities in which the Company Products are manufactured, packaged or stored, or from which the Company Products are initially distributed.

Permits; Compliance with Law. (a) The Each of the Company and each Company Subsidiary holds its Subsidiaries has and has had in effect all material franchises, grants, authorizations, permitslicenses, easements, variances, exceptions, consents, certificates, exemptions, approvals, orders, consents, franchises, variances, exemptions approvals and registrations other permits of any Governmental Entity Authority (“Permits”) necessary for it to own, lease and operate its properties and assets or to carry on its business as it is now being conducted that are material to the operation of the Company and its Subsidiaries taken as a whole (collectively, the “Company Permits”) necessary for the operation of the Business). The Company and each Company Subsidiary is in compliance with the terms of the Company Permits, except where the failure to be in compliance with any Company PermitsExcept as would not, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, all such Company Permits are in full force and effect. No suspension, modification, revocation suspension or cancellation of any of the Company Permits is pendingpending or threatened. (b) Since May 31Except as would not, 2009individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, each of the Company and its Subsidiaries is and has been in compliance with (i) neither the Company nor any Company Subsidiary has been in conflict with, default under or violation of, or has been investigated for, or charged by any Governmental Entity with a violation of, any Law all material Laws applicable to the Company or any Company Subsidiary such Subsidiaries or by which any property or asset of the Company or any Assets is bound, and (ii) all Company Subsidiary is or was boundPermits, except for any conflicts, defaults, violations, investigations or charges such non-compliance that, individually or in the aggregate, would not be material to the Company and its Subsidiaries taken as a whole. The Company has not received any written notice from any Governmental Authority claiming any violation of Law by the Company or its Subsidiaries that is reasonably be expected likely to have result in a Company Material Adverse Effect and Effect. (iic) no investigation or review by any Governmental Entity with respect to the Company or any Company Subsidiary has been pending or, to the knowledge of the Company, threatened, except for such investigations or reviews, the outcomes of which if determined adversely to the Company or any Company SubsidiaryExcept as would not, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereof. (c) None of the Company, the Company and its Subsidiaries or any of their Representatives has directly or indirectly offeredare, paid or accepted any remuneration or other thing of value that is prohibited by applicable Lawand have at all times been, including under the United States Foreign Corrupt Practices Act of 1977in compliance in all material respects with all U.S. export control and import control laws, U.S. anti-boycott laws, U.S. laws governing embargoes and economic sanctions, and U.S. laws governing export and import reporting. None of the Company, the Company any of its Subsidiaries or any of their Representatives respective directors, officers, employees, agents or any other Persons acting on their behalf has directly violated the Foreign Corrupt Practices Act, 15 U.S.C. § 78dd-1 et seq. or indirectly made or agreed to make any contributionother similar applicable foreign, gift, bribe, rebate, payoff, influence payment, kickback or similar payment to any Person, including (i) to obtain favorable treatment in securing business, (ii) to pay for favorable treatment for business secured, (iii) to obtain special concessions or pay for special concessions already obtained or (iv) in connection with the approval or regulatory status of the Company Products or the facilities in which the Company Products are manufactured, packaged or storedfederal, or from which the Company Products are initially distributedstate legal requirement, or has paid, accepted or received any contributions, payments, expenditures or gifts.

Permits; Compliance with Law. (ai) The Company and each Company Subsidiary holds all material authorizations, permits, certificates, exemptions, approvals, orders, consents, franchises, variances, exemptions and registrations Except for those Permits the absence of any Governmental Entity (the “Company Permits”) necessary for the operation of the Business. The Company and each Company Subsidiary is in compliance with the terms of the Company Permits, except where the failure to which would not reasonably be in compliance with any Company Permitsexpected, individually or in the aggregate, to have a Company Material Adverse Effect, the Company and the Subsidiaries hold and maintain in full force and effect all Permits (including, without limitation, insurance licenses from insurance regulatory authorities set forth in Section 2.1(i)(i) of the Seller's Disclosure Schedule) necessary for the ownership and conduct of the respective businesses of the Company and the Subsidiaries in each of the jurisdictions in which the Company and the Subsidiaries conduct or operate their respective businesses substantially in the manner currently conducted. Sierra and the Seller have previously provided or made available to the Purchaser true and complete copies of each such Permit, reflecting all amendments thereto. Except as set forth in Section 2.1(i)(i) of the Seller's Disclosure Schedule, or as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect, neither the Company nor any Subsidiary conducts any business or underwrites insurance or reinsurance in any foreign jurisdiction that requires any license or approval for the Company or any Subsidiary to conduct its business. No insurance regulator in any state has notified the Company or any Subsidiary, orally or in writing, that the Company or any such Subsidiary is commercially domiciled in any jurisdiction, and to the knowledge of Sierra, the Seller or the Company, there are no facts that would result in the Company or any Subsidiary being commercially domiciled in any state. Notwithstanding the foregoing, all representations regarding Environmental Permits, compliance with Environmental Laws and environmental regulatory matters shall be governed by Section 2.1(t). (ii) Except as set forth in Section 2.1(i)(ii) of the Seller's Disclosure Schedule (A) each of Sierra, with respect to its operation of the Company, and the Company with respect to its operation of each Subsidiary is, and at all times since December 31, 2002, has been, in material compliance with all of the terms and requirements of each such Permit; (B) no event has occurred or circumstance exists that (with or without the giving of notice or the lapse of time or both) (x) constitutes or results, directly or indirectly, in a violation of, or a failure to comply with, any material term or requirement of any such Permit, or (y) results, directly or indirectly, in the revocation, withdrawal, suspension, cancellation, or termination of, or any material modification to, any such Permit; (C) neither Seller, with respect to its operation of the Company, nor the Company nor any Subsidiary has received at any time since June 30, 2003, any notice or other communication from any Governmental Authority or any other Person regarding (x) any actual, alleged, possible, or potential violation of, or failure to comply with, any term or requirement of any Permit, or (y) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Permit; (D) all applications required to have been filed for the renewal of each such Permit have been duly filed on a timely basis with the appropriate Governmental Authority, and all other filings required to have been made with respect to each such Permit have been duly made on a timely basis with the appropriate Governmental Authority; in each case with such exceptions as, individually or in the aggregate, has had, does have or would reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. (iii) Except as provided in Section 2.1(i)(iii) of the Seller's Disclosure Schedule, each of the Seller, with respect to its operation of the Company, (A) the Company and each Subsidiary is, and at all times since June 30, 2003 has been, in full compliance with all Applicable Law; (B) no event has occurred or circumstance exists that could reasonably be expected to (with or without the giving of notice or the lapse of time or both) constitute or result, directly or indirectly, in a violation by the Seller, with respect to its operation of the Company, or the Company or any Subsidiary of, or a failure on the part of the Seller, with respect to its operation of the Company, or the Company or any Subsidiary to comply with, all Applicable Law; and; (C) neither the Seller, the Company nor any Subsidiary has received, at any time since June 30, 2003, any written notice or other written communication from any Governmental Authority or any other Person regarding any actual, alleged, possible, or potential violation of, or failure on the part of the Seller, with respect to its operation of the Company, or the Company or any Subsidiary to comply with, all Applicable Law; in each case except for such violations and defaults that, individually or in the aggregate, have not had, do not have and would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect or could not reasonably be expected to prevent, materially burden or materially delay the consummation by the Seller of the transactions contemplated in this Agreement or in the Operative Documents. (iv) Except as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect or as set forth in Section 2.1(i)(iv) of the Seller's Disclosure Schedule, all policy forms issued by the Company and each Subsidiary, and all policies, binders, slips, certificates and participation agreements and other agreements of insurance, whether individual or group, in effect as of the date hereof (including all applications, supplements, endorsements, riders and ancillary agreements in connection therewith) and all amendments, applications, brochures, illustrations and certificates pertaining thereto, and any and all marketing materials, are, to the extent required under Applicable Law, on forms approved by applicable insurance regulatory authorities or which have, where required by Applicable Law, been approved by all applicable Governmental Authorities or filed with and not objected to (or such objection has been withdrawn or resolved) by such Governmental Authorities within the period provided by Applicable Law for objection, and all such forms comply in all respects with, and have been administered in all respects in accordance with, Applicable Law. Except as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect, all premium rates established by the Company or the Subsidiaries that are required to be filed with or approved by Governmental Authorities have been so filed or approved, the premiums charged conform to the premium rating plans and underwriting methodologies so filed or approved and comply (or complied at the relevant time) with the insurance laws applicable thereto. Except as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect, any Contract to which the Company or any Subsidiary is a party and which is required to be filed with or approved by any Governmental Authority has been so filed or approved. Except as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect, all reports, statements, documents, registrations, filings and submissions to state insurance regulatory authorities were timely filed and complied in all material respects with Applicable Laws in effect when filed and no material deficiencies have been asserted by any such regulatory authority with respect to such reports, statements, documents, registrations, filings or submissions that have not been cured or satisfied. (v) Except as set forth in Section 2.1(i)(v) of the Seller's Disclosure Schedule, each of the Company and each Subsidiary is, where required, (A) duly licensed or authorized as an insurance company or reinsurer in its jurisdiction of incorporation, (B) duly licensed or authorized as an insurance company and, where applicable, a reinsurer, in each other jurisdiction where it is required to be so licensed or authorized, and (C) duly authorized in its jurisdiction of incorporation and each other applicable jurisdiction to write or conduct each line of business reported as being written in the Statutory Statements. The Company has made all required notices, submissions, reports or other filings under applicable insurance holding company statutes except where the failure to file has not had, does not have and would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. No suspension, modification, revocation or cancellation of any of the Company Permits is pending. (b) Since May 31, 2009, (i) neither the Company nor any Company Subsidiary has been in conflict with, default under or violation of, or has been investigated for, or charged by any Governmental Entity with a violation of, any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is or was bound, except for any conflicts, defaults, violations, investigations or charges thatExcept as would not reasonably be expected, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and (ii) no investigation or review by any Governmental Entity with respect to the Company or any Company Subsidiary has been pending or, to the knowledge of the Company, threatened, except for such investigations or reviews, the outcomes of which if determined adversely to the Company or any Company Subsidiary, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, the Company and each Subsidiary have marketed, sold and issued insurance products in compliance with all Applicable Laws or the conduct or operation of the Business and in the respective jurisdictions in which such products have been sold. Neither To the knowledge of Sierra, the Seller and the Company, no proceeding or customer complaint has been filed with the insurance regulatory authorities which could reasonably be expected to lead to the revocation, failure to renew, material limitation, suspension or material restriction of any such Permit. (vi) Section 2.1(i)(vi) of the Seller's Disclosure Schedule sets forth all material unpaid claims and assessments against the Company or any Subsidiary, whether or not due, by any state insurance guaranty association (in connection with that association's fund relating to insolvent insurers), joint underwriting association, residual market facility or assigned risk pool. Except as set forth in Section 2.1(i)(vi) of the Seller's Disclosure Schedule, no such claim or assessment is pending, neither the Company nor any Company Subsidiary has received any notice or communication of any material noncompliance with any such Laws that has not been cured as claim or assessment, and, to the knowledge of Sierra, the date hereof. (c) None of Seller and the Company, there is no basis for the assertion of any such claim or assessment against the Company Subsidiaries or any of their Representatives has directly Subsidiary by any state insurance guaranty association, joint underwriting association, residual market facility or indirectly offered, paid or accepted any remuneration or other thing of value that is prohibited by applicable Law, including under the United States Foreign Corrupt Practices Act of 1977. None of the Company, the Company Subsidiaries or any of their Representatives has directly or indirectly made or agreed to make any contribution, gift, bribe, rebate, payoff, influence payment, kickback or similar payment to any Person, including (i) to obtain favorable treatment in securing business, (ii) to pay for favorable treatment for business secured, (iii) to obtain special concessions or pay for special concessions already obtained or (iv) in connection with the approval or regulatory status of the Company Products or the facilities in which the Company Products are manufactured, packaged or stored, or from which the Company Products are initially distributedassigned risk pool.

Permits; Compliance with Law. (a) The Company and each Company Subsidiary holds all material authorizations, permits, certificates, exemptions, approvals, orders, consents, franchises, variances, exemptions easements, exemptions, registrations, licenses and registrations clearances of any Governmental Entity (the “Company Permits”) necessary for the operation of the BusinessBusiness as currently conducted and all such Company Permits are in full force and effect, except where the failure to hold one or more such Company Permits would not have a Company Material Adverse Effect. The Company and each Company Subsidiary is operating in compliance with the terms of the such Company Permits, except where the failure to be in compliance with any such Company Permits, individually or in the aggregate, Permits would not reasonably be expected to have a Company Material Adverse Effect. No Except as would not have a Company Material Adverse Effect, no suspension, modification, revocation or cancellation of any of the such Company Permits is pendingpending or threatened in writing. (bi) Since May 31The Company and each Company Subsidiary is, 2009and since January 1, 2015 has been, in compliance with all Laws and Orders applicable to the Company or any Company Subsidiary or any assets owned or used by the Company or any Company Subsidiary (iexcept in each case where such noncompliance would not have a Company Material Adverse Effect) and (ii) neither the Company nor any Company Subsidiary has been in conflict received any written communication since January 1, 2015 from, or since January 1, 2015 entered into any Contract or settlement with, default under or violation of, or has been investigated for, or charged by any a Governmental Entity with a violation of, any Law applicable to that alleges that the Company or any Company Subsidiary has, at any time, not been in material compliance with any such Law or by which any property or asset of the Company or any Company Subsidiary is or was bound, except for any conflicts, defaults, violations, investigations or charges that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and (ii) no investigation or review by any Governmental Entity with respect to the Company or any Company Subsidiary has been pending orOrder and, to the knowledge of the Company, threatened, except for such investigations there has not been any material investigation or reviews, the outcomes of which if determined adversely to inquiry by a Governmental Entity pending or threatened against the Company or any Company SubsidiarySubsidiary at any time since January 1, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereof2015. (c) None Neither the Company, nor the Company Subsidiaries, nor, to the knowledge of the Company, any Representatives acting on their behalf, have, in the Company Subsidiaries or any of their Representatives has past five (5) years, directly or indirectly offeredindirectly, paid or accepted any remuneration or other thing of value that is prohibited by applicable Law, including under the United States Foreign Corrupt Practices Act of 1977. None of the Company, the Company Subsidiaries or any of their Representatives has directly or indirectly made or agreed to make any contribution, gift, bribe, rebate, payoff, influence payment, kickback or similar payment to any Person, including (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful payments relating to obtain favorable treatment political activity, or failed to disclose fully any such contributions in securing businessviolation of law, (ii) given, offered, promised, or authorized to pay give, any money or thing of value to any foreign or domestic Government Official corruptly for favorable treatment for the purpose of influencing an act or decision of the Government Official, or inducing the Government Official to use his or her influence or position to affect any government act or decision relating in any way to the business secured, of the Company or any of its Subsidiaries; or (iii) given, offered, promised, or authorized to obtain special concessions give, any money or pay for special concessions already obtained thing of value to a Government Official or any other Person in violation of any applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, any laws enacted pursuant to, or arising under, the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or any other applicable laws or regulations relating to bribery or corruption (iv) collectively, “Anti-Corruption Laws”). There have been no intentionally false or fictitious entries made in connection with the approval books or regulatory status records of the Company Products and its Subsidiaries relating to any illegal payment or the facilities in which secret or unrecorded fund, and neither the Company Products are manufacturednor any of its Subsidiaries has established or maintained a secret or unrecorded fund. In the past five (5) years, packaged there have been no charges, internal whistleblower reports, voluntary disclosures or stored, Proceedings (or from which to the knowledge of the Company Products any external whistleblower reports or external investigations) against the Company or any Company Subsidiary under any applicable Anti-Corruption Laws, and to the Company’s knowledge, there are initially distributedno pending or threatened external investigations or Proceedings involving suspected or confirmed violations thereof. The Company and the Company Subsidiaries maintain policies and procedures reasonably designed to ensure compliance with all applicable Anti-Corruption Laws.

Permits; Compliance with Law. (a) The Company and each Company Subsidiary holds all material authorizations, permits, certificates, exemptions, approvals, orders, consents, franchises, variances, exemptions and registrations of any Governmental Entity (the “Company Permits”) necessary for the operation of the Business. The Company and each Company Subsidiary is in compliance with the terms of the Company Permits, except where the failure to be in compliance with any Company Permits, individually or in the aggregate, Except as would not reasonably be expected to have a Company Material Adverse Effect. No suspension, modification(i) each of the Company and its Subsidiaries is in possession of all franchises, revocation grants, authorizations, licenses, easements, variances, exceptions, consents, certificates, approvals and other permits of any Governmental Authority ("Permits") necessary for it to own, lease and operate its properties and assets or to carry on its business as it is now being conducted (collectively, the "Company Permits"), (ii) all such Company Permits are in full force and effect and (iii) as of the date of this Agreement, no suspension or cancellation of any of the Company Permits is pendingpending or threatened in writing. (b) Since May 31Except as would not have a Company Material Adverse Effect, 2009the Company and each of its Subsidiaries comply, and have since March 27, 2012 complied, with (i) neither the Company nor any Company Subsidiary has been in conflict with, default under or violation of, or has been investigated for, or charged by any Governmental Entity with a violation of, any each Law applicable to the Company or any Company such Subsidiary or by which any property or asset of the Company Assets is bound or any Company Subsidiary is or was bound, except for any conflicts, defaults, violations, investigations or charges that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and (ii) no investigation or review by any Governmental Entity with respect to the Company or any Company Subsidiary has been pending or, to Permits. (c) To the knowledge Knowledge of the Company, threatenedeach of the co-manufacturers, except for such investigations or reviewscontract manufacturers, vendors, suppliers and distributors (collectively, the outcomes "Suppliers") of which if determined adversely the products and services sold from time to time by the Company and its Subsidiaries (the "Products") is in compliance with all Laws applicable to the Company or any Company Subsidiarymanufacturing, individually or sale, lease, storage and delivery of such products, including such Laws that require such co-manufacturers to possess all Permits for the current operation of their business, including the Food and Drug Act, the Federal Trade Commission Act, the Fair Packaging and Labeling Act, the Federal Meat Inspection Act, the Poultry Products Inspection Act, the Safe Drinking Water and Toxic Enforcement Act of 1986 and "Proposition 65" and the Laws of the FDA, CFIA, USDA, FTC, OSHA and EPA, except, in the aggregateeach case, as would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any notice or communication of any material noncompliance with any such Laws Except for approvals that has are not been cured required as of the date hereofof this Agreement, none of the products being manufactured, assembled, sold, leased or delivered by the Company or its Subsidiaries requires any approval of the FDA, CFIA, USDA, FTC, OSHA and EPA or any other Governmental Authority for the purpose for which they are being manufactured, assembled, sold, leased or delivered, as applicable, which has not been obtained. (cd) None of the CompanyNo representation is made under this Section 3.22 with respect to SEC reports, the Company Subsidiaries financial statements and internal controls, employee benefits, labor, Tax, environmental or any of their Representatives has directly or indirectly offeredintellectual property matters, paid or accepted any remuneration or other thing of value that is prohibited by applicable Lawwhich matters are addressed in Section 3.10, including under the United States Foreign Corrupt Practices Act of 1977. None of the CompanySection 3.11, the Company Subsidiaries or any of their Representatives has directly or indirectly made or agreed to make any contributionSection 3.16, giftSection 3.17, bribeSection 3.18, rebateSection 3.19 and Section 3.20, payoff, influence payment, kickback or similar payment to any Person, including (i) to obtain favorable treatment in securing business, (ii) to pay for favorable treatment for business secured, (iii) to obtain special concessions or pay for special concessions already obtained or (iv) in connection with the approval or regulatory status of the Company Products or the facilities in which the Company Products are manufactured, packaged or stored, or from which the Company Products are initially distributedrespectively.

Permits; Compliance with Law. (a) The Company and each Company Subsidiary holds all material authorizations, permits, certificates, exemptions, approvals, orders, consents, franchises, variances, exemptions and registrations of any Governmental Entity (the “Company Permits”) necessary for the operation of the Business. The Company and each Company Subsidiary is in compliance with the terms Each of the Company and the Subsidiaries is in possession of all Permits, and all such Permits are valid and in full force and effect, except where the failure to have or where the failure to be valid or in compliance with full force and effect, or the suspension or cancellation of, any Company of the Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. No suspension, modification, revocation suspension or cancellation of any of the Company Permits is pending. (b) Since May 31, 2009, (i) neither the Company nor any Company Subsidiary has been in conflict with, default under or violation of, or has been investigated for, or charged by any Governmental Entity with a violation of, any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is or was bound, except for any conflicts, defaults, violations, investigations or charges that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and (ii) no investigation or review by any Governmental Entity with respect to the Company or any Company Subsidiary has been pending or, to the knowledge of the Company, threatened, except for such investigations where the failure to have, or reviewsthe suspension or cancellation of, any of the outcomes of which if determined adversely to the Company or any Company SubsidiaryPermits, individually or in the aggregate, has not had and would not have reasonably be expected to have a Material Adverse Effect. All applications required to have been filed for the renewal of any Permits of the Company and the Subsidiaries have been duly filed on a timely basis with the appropriate Governmental Authority, except where failures to have filed, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither None of the Company nor or any Subsidiary is, or has been, in conflict with, or in default, breach or violation of, (i) any Law applicable to the Company or any Subsidiary has received or by which any notice of their properties or communication assets is bound or affected, or (ii) any note, bond, mortgage, indenture, Contract, Lease, license, Permit, franchise or other instrument or obligation to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary or any of any material noncompliance with their properties or assets is bound, except for any such Laws that has conflicts, defaults, breaches or violations that, individually or in the aggregate, have not been cured as of had and would not reasonably be expected to have a Material Adverse Effect with respect to the date hereofforegoing clauses (i) and (ii). (cb) None Since November 21, 2010, and except as has not had and would not reasonably be expected to materially adversely affect the Company or any Subsidiary, none of the Company, its Subsidiaries or their respective, directors, officers, agents or employees acting for or on behalf of any of the Company Subsidiaries or its Subsidiaries, has, in violation of any of their Representatives has directly or indirectly offered, paid or accepted any remuneration or other thing of value that is prohibited by applicable Law, including under the United States Foreign Corrupt Practices Act of 1977. None of the Company, the Company Subsidiaries or any of their Representatives has directly or indirectly : (i) made or agreed to make any contribution, gift, bribe, rebate, payoff, influence payment, kickback kickback, or similar other payment to any Personperson, including private or public, regardless of form, whether in money, property or services (iA) to obtain favorable treatment in securing business, (iiB) to pay for favorable treatment for business secured, or (iiiC) to obtain special concessions or pay for special concessions already obtained obtained, for or (iv) in connection with the approval or regulatory status respect of the Company Products or the facilities in which any of its Subsidiaries; or (ii) received, directly or indirectly, any rebates, payments, commissions, promotional allowances or any other economic benefits, regardless of their nature or type, from any customer, governmental employee or other person or entity with whom the Company Products are manufactured, packaged or stored, any of its Subsidiaries will do business directly or from which the Company Products are initially distributedindirectly.

Permits; Compliance with Law. (a) The Company and each Company Subsidiary holds all material authorizations, licenses, permits, certificates, variances, exemptions, approvals, orders, consents, franchises, variances, exemptions registrations and registrations clearances of any Governmental Entity necessary for the Company and each Company Subsidiary to own, lease and operate its properties and assets, and to carry on and operate its businesses as currently conducted (the “Company Permits”) necessary for the operation of the Business. The Company and each Company Subsidiary is in compliance with the terms of the Company Permits), except where the failure to be in compliance with hold any of the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. No Section 3.6(a) of the Company Disclosure Schedule contains a true and complete list of the material Company Permits. The Company and each Company Subsidiary is in and, since January 1, 2014, has been in compliance with the terms of the Company Permits, and all of the Company Permits are valid and in full force and effect, except in each case as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. To the Knowledge of the Company, no suspension, modification, revocation or cancellation of any of the Company Permits is pendingpending or threatened. (b) Since May 31, 2009, (i) neither Neither the Company nor any Company Subsidiary is or, since January 1, 2014, has been in conflict with, default under or violation of, or has been investigated for, or charged by any Governmental Entity with a violation of, any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or was boundaffected, except in each case for any such conflicts, defaultsdefaults or violations that have been cured, violations, investigations or charges that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and (ii) no investigation or review by any Governmental Entity with respect to the Company or any Company Subsidiary has been pending or, to the knowledge of the Company, threatened, except for such investigations or reviews, the outcomes of which if determined adversely to the Company or any Company Subsidiary, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. As of the date of this Agreement, no investigation or review by any Governmental Entity with respect to the Company or any Company Subsidiary is pending or, to the Knowledge of the Company, threatened, nor has any Governmental Entity indicated in writing an intention to conduct any such investigation or review. (c) Neither the Company nor any Company Subsidiary Subsidiary, nor to the Knowledge of the Company any of their respective directors, officers or employees (in their capacities as such) since September 30, 2011 (i) has received violated any notice Criminal Law or communication of (ii) has been charged by any material noncompliance Governmental Entity with any such Laws that has not been cured as violation of any Criminal Law. To the date hereof. (c) None Knowledge of the Company, neither the Company Subsidiaries nor any Company Subsidiary, nor any Company Representative (in their capacities as such), is or since September 30, 2011 has been, the subject of an investigation (including any request for information or subpoena request with respect thereto) regarding the actual or potential violation of any Criminal Law, nor has any such investigation been threatened in writing, by any Governmental Entity with respect to the Company or any of Company Subsidiary, or any Company Representative (in their Representatives has directly or indirectly offeredcapacities as such), paid or accepted any remuneration or other thing of value that is prohibited by applicable Lawwhere such investigation, including under the United States Foreign Corrupt Practices Act of 1977. None of the Company, if determined adversely to the Company Subsidiaries or any Company Subsidiary, or any Company Representative (in their capacities as such), would reasonably be expected to result in the imposition of their Representatives has directly or indirectly made or agreed a Criminal Penalty with respect to make any contribution, gift, bribe, rebate, payoff, influence payment, kickback or similar payment to any Person, including (i) to obtain favorable treatment in securing business, (ii) to pay for favorable treatment for business secured, (iii) to obtain special concessions or pay for special concessions already obtained or (iv) in connection with the approval or regulatory status of the Company Products or the facilities any Company Subsidiary or any Company Representative (in which the Company Products are manufactured, packaged or stored, or from which the Company Products are initially distributedtheir capacities as such).

Permits; Compliance with Law. (a) The Each member of the Company and each Company Subsidiary Group holds all material authorizations, permits, certificates, exemptions, waivers, approvals, orders, consents, franchises, variances, exemptions deviations, registrations, licenses and registrations clearances of any Governmental Entity applicable to such member of the Company Group and necessary for it to own, lease and operate its assets and properties and to operate the Business as currently conducted (the “Company Permits”) necessary for the operation of the Business. The Company and each Company Subsidiary is in compliance with the terms of the Company Permits), except where the failure to be in compliance with hold any Company Permits, individually or in the aggregate, Permits would not reasonably be expected to have a Company Material Adverse Effect. No suspension, modification, revocation or cancellation of any Each member of the Company Group is, and since January 1, 2020 has been, operating in compliance with the terms of such Company Permits, except where the failure to be in compliance with such Company Permits is pendingwould not reasonably be expected to have a Company Material Adverse Effect. (b) Since May 31, 2009Except as would not reasonably be expected to have a Company Material Adverse Effect, (i) neither the Company nor any Company Subsidiary has been is not in conflict with, default under or violation of, or has been and is not being investigated for, or charged by any Governmental Entity with a violation of, any Law applicable to Law, operating certificates, certificates of public convenience, and necessity, air carrier obligations, airworthiness directives, Federal Aviation Regulations, and any other rules, regulations, directives, orders and policies of the Company or FAA, the DOT, the DHS, the FCC, the TSA and any Company Subsidiary or by which any property or asset other Governmental Entity (c) Since January 1, 2020, no member of the Company or any Company Subsidiary is or was bound, except for any conflicts, defaults, violations, investigations or charges that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and (ii) no investigation or review by any Governmental Entity with respect to the Company or any Company Subsidiary has been pending orGroup nor, to the knowledge of the Company, threatened, except for such investigations or reviews, the outcomes of which if determined adversely to the Company or any Company Subsidiary, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereof. (c) None of the Company, the Company Subsidiaries or any of their Representatives respective directors, officers, employees, partners or Affiliates (i) has directly or indirectly indirectly, offered, promised to pay, paid or accepted any remuneration or other thing of value that is prohibited by applicable Law, including under the United States Foreign Corrupt Practices Act of 1977. None 1977 or any other Laws relating to bribery, corruption or money laundering, or (ii) is aware of any action taken that has had the result or would result in a violation by any such person of the CompanyUnited States Foreign Corrupt Practices Act of 1977 or any other Laws relating to bribery, corruption or money laundering. Except as would not reasonably be expected to have a Company Material Adverse Effect, since January 1, 2020, no member of the Company Subsidiaries or Group nor any of their Representatives respective directors, officers or employees has directly or indirectly made or agreed to make any contribution, gift, bribe, rebate, payoff, influence payment, kickback or similar payment to any Person, including (i) to obtain favorable treatment in securing business, (ii) to pay for favorable treatment for business secured, (iii) to obtain special concessions or pay for special concessions already obtained or (iv) in connection with the approval or any regulatory status review of the Company Products or the facilities in which the Company Products are manufactured, packaged or stored, or from which the Company Products are initially distributedBusiness.

Permits; Compliance with Law. (a) The Company and each Company Subsidiary holds all material authorizations, licenses, permits, certificates, variances, exemptions, approvals, orders, consents, franchises, variances, exemptions registrations and registrations clearances of any Governmental Entity Authority necessary for the Company and each Company Subsidiary to own, lease and operate its properties and assets, and to conduct its business as currently conducted and as currently planned to be conducted (the “Company Permits”) necessary for the operation of the Business). The Company and each Company Subsidiary is and since January 1, 2012 (or as for those Company Subsidiaries that were not Company Subsidiaries on January 1, 2012, since such time as they have been Company Subsidiaries) has been in compliance with the terms of the Company Permits, except where and all of the failure to be Company Permits are valid and in compliance with any Company Permitsfull force and effect. To the Knowledge of the Company, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. No no suspension, modification, revocation or cancellation of any of the Company Permits is pendingpending or threatened. (b) Since May 31Neither the Company nor any Company Subsidiary, 2009nor any officer, director, employee, or, to the Knowledge of the Company, any entity listed on Section 3.6(b) of the Company Disclosure Schedule or any Person acting on behalf of the Company, any Company Subsidiary or any entity listed on Section 3.6(b) of the Company Disclosure Schedule, has: (i) violated the U.S. Foreign Corrupt Practices Act of 1977, as amended, or any rules or regulations promulgated thereunder, any other comparable anti-corruption and/or anti-bribery Laws of any other jurisdiction (collectively, “Anti-corruption Laws”); or (ii) offered, given, promised, or authorized the giving of anything of value, directly or indirectly, to or from any Person, including any Public Official for the purpose of: (A) improperly influencing any act or decision of such Person or Public Official in his or her official capacity, (B) inducing such Person or Public Official to do or omit to do any act in violation of a lawful duty, (C) securing any improper advantage, or (D) inducing such Person or Public Official to use his or her influence with a Governmental Authority to affect or influence any act or decision of such Governmental Authority, in each case in order to assist the Company or the Company Subsidiary in obtaining or retaining business for or with, or directing business to, any Person. The Company and its Subsidiaries have instituted an anti-corruption compliance program reasonably designed to ensure compliance with Anti-corruption Laws. (c) The books, records and accounts of the Company and to the Knowledge of the Company, the Company Subsidiaries since such time as they have been Company Subsidiaries have at all times accurately and fairly reflected, in reasonable detail, the transactions and disposition of their respective funds and assets. To the Knowledge of the Company, there have never been any false or fictitious entries made in the books, records, or accounts of the Company or any Company Subsidiary relating to any illegal payment or secret or unrecorded fund, and neither the Company nor any Company Subsidiary has been in conflict withestablished or maintained a secret or unrecorded fund. (d) Neither the Company nor any Company Subsidiary, default under or violation ofnor any officer, or has been investigated fordirector, or charged by any Governmental Entity with a violation ofemployee, or, to the Knowledge of the Company, any Law applicable to entity listed on Section 3.6(b) of the Company Disclosure Schedule or any Person acting on behalf of the Company, any Company Subsidiary or by which any property or asset entity listed on Section 3.6(b) of the Company or Disclosure Schedule, is a Sanctioned Person. The Company and the Company Subsidiaries are, and to the Knowledge of the Company, any entity listed on Section 3.6(b) of the Company Subsidiary is or was boundDisclosure Schedule is, except for and, in each case, have been since January 1, 2012, in compliance with applicable Sanctions, Export Control Laws, and AML Laws and are not knowingly engaged in any conflicts, defaults, violations, investigations or charges that, individually or in the aggregate, activity that would not reasonably be expected to have a Company Material Adverse Effect and (ii) no investigation or review by any Governmental Entity with respect to result in the Company or Company, any Company Subsidiary has been pending or, to the knowledge or any entity listed on Section 3.6(b) of the Company, threatened, except for such investigations or reviews, the outcomes of which if determined adversely to the Company or any Company Subsidiary, individually or in the aggregate, would not reasonably be expected to have Disclosure Schedule being designated as a Company Material Adverse EffectSanctioned Person. Neither the Company nor any Company Subsidiary has received any notice or communication of any material noncompliance with any such Laws that has not been cured as of Subsidiary, nor to the date hereof. (c) None Knowledge of the Company, any entity listed on Section 3.6(b) of the Company Subsidiaries or Disclosure Schedule, nor any of their Representatives has directly or indirectly offeredrespective Representatives, paid or accepted any remuneration or other thing of value that is prohibited by applicable Law, including under the United States Foreign Corrupt Practices Act of 1977. None when acting on behalf of the Company, any Company Subsidiary, or to the Knowledge of the Company, any entity listed on Section 3.6(b) of the Company Subsidiaries or any of their Representatives has directly or indirectly made or agreed to make any contributionDisclosure Schedule, gift, bribe, rebate, payoff, influence payment, kickback or similar payment to any Person, including (i) to obtain favorable treatment has engaged in securing businessany transactions or dealings, directly or indirectly, with any Sanctioned Person or in any Sanctioned Country, (ii) has conducted or initiated any internal investigation or made a voluntary, directed, or involuntary disclosure to pay for favorable treatment for business securedany governmental entity or similar agency regarding any alleged act or omission arising under or relating to any non-compliance with any Sanctions, Export Control Laws, or AML Laws, or (iii) to obtain special concessions is, or pay has been, the subject of any current, pending or threatened investigation, inquiry or enforcement proceedings for special concessions already obtained any potential violation of Sanctions, Export Control Laws, or AML Laws, or (iv) has received any notice, request, citation or other communication (in connection with the approval writing or regulatory status of the Company Products or the facilities in which the Company Products are manufacturedotherwise) regarding any actual, packaged or storedalleged, or from which the Company Products are initially distributedpotential violation of, or failure to comply with Sanctions, Export Control Laws, or AML Laws.